Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. If at any time the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.

Piggyback Registration Rights. If The Company covenants and agrees with Strasbourger and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the Company shall determine period commencing one year and ending five years after the Effective Date, it proposes to register under the Securities Act file a Registration Statement or Offering Statement with respect to any class of its securities security (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition an offering to the Company's employees) under the Act in a primary registration on behalf of any entity the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or business Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice (ii) upon which, in the case of a Registration Statement or notification pursuant to the exercise of stock optionsdemand registration rights other than those provided in Section 10(a) of this Agreement, or shall be within ten (iii10) pursuant to employee benefit plans), it shall send to each holder business days after the Company's receipt of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination andexercise, if within thirty (30in any event, shall be at least 45 days prior to such filing) days after receipt of such notice, such holder shall so request in writingto, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company shall use of its commercially reasonable efforts intention to file a Registration Statement or Offering Statement and will offer to include in such registration statement all or any part Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the Registrable Shares such holder requests available exemption, subject to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by sub-paragraphs (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualof this paragraph (b), incidental registration rights subordinate and junior to the rights of the holders such number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which such holder the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (ithis Section 10(b) are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Company's expense. This paragraph is not applicable to a registration statement Registration Statement filed under by the Securities Act, Company with the Commission on Forms S-4 or (ii) Rule 144 promulgated under the Securities ActS-8 or any successor forms.

Piggyback Registration Rights. If at any time (a) The Company will promptly notify Optionee in writing (a “Registration Notice”) in the event that the Company shall determine proposes to register under effect a registration of shares of Common Stock with the Securities and Exchange Commission (a “Proposed Registration”) in a proposed public offering registered pursuant to the Securities Act of 1933 in which any Carlyle Shareholder is selling any shares of its securities Common Stock (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely a “Public Offering”). If, within 15 days of the receipt by Optionee of the Registration Notice (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans“Registration Deadline”), it shall send the Company receives a written request from Optionee (a “Registration Request”) to each holder of register Registrable Shares (as defined below) held by Optionee (which request shall be irrevocable unless otherwise mutually agreed to in writing by Optionee and the Company), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares subject to the Registration Request shall, subject to subsection (b) of this Section 2, be included in the Proposed Registration and sold as part of such holder requests offering as provided in this Section 2. Any Registrable Shares included in such Public Offering in accordance with this Section 2 shall not be subject to Section 1 of the Stockholders Agreement and, upon consummation of the Public Offering shall no longer be registered therein; provided thatRestricted Shares subject to the Stockholders Agreement or this Letter Agreement. For purposes hereof, if, in connection with any offering involving an underwriting “Registrable Shares” shall mean Restricted Shares of Common Stock to be issued held by the CompanyOptionee or a transferee (including, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on issuable upon the number exercise of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”Vested Options) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by other than Restricted Shares that (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior were sold to the rights of the holders of Registrable Shares, the Company shall then be obligated Optionee or Optionee’s transferee pursuant to include in such an effective registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) were sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(l) thereof (including transactions under Rule 144 144, or a successor thereto, promulgated under the Securities Act) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (iii) after termination of Optionee’s employment with the Company, that can be sold within ninety (90) days in the manner described in clause (ii) above.

Piggyback Registration Rights. If The Company covenants and agrees with the Underwriter and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the Company shall determine period commencing one year and ending five years after the Effective Date, it proposes to register under the Securities Act file a Registration Statement or Offering Statement with respect to any class of its securities security (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition an offering to the Company's employees) under the Act in a primary registration on behalf of any entity the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or business Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice (ii) upon which. in the case of a Registration Statement or notification pursuant to the exercise of stock optionsdemand registration rights other than those provided in Section 10(a) of this Agreement, or shall be within ten (iii10) pursuant to employee benefit plans), it shall send to each holder business days after the Company's receipt of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination andexercise, if within thirty (30in any event, shall be at least 45 days prior to such filing) days after receipt of such notice, such holder shall so request in writingto, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company shall use of its commercially reasonable efforts intention to file a Registration Statement or Offering Statement and will offer to include in such registration statement all or any part Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the Registrable Shares such holder requests available exemption, subject to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by sub-paragraphs (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualof this paragraph (b), incidental registration rights subordinate and junior to the rights of the holders such number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which such holder the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (ithis Section 10(b) a registration statement filed under are referred to herein as "Piggyback Registrations," All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.Company's expense. This paragraph is not applicable to

Piggyback Registration Rights. If at any time The Company covenants and agrees that (i) upon its filing of a registration statement on Form S-8 registering shares of Common Stock underlying certain of the Company's options and warrants (which the Company shall determine file within one year after the issuance of this Warrant), and (ii) in the event the Company proposes to register file a registration statement under the Securities Act any of its securities 1933, as amended (the "Act"), subsequent to the IPO and prior to the Expiration Date, with respect to the offering of Common Stock (other than in connection with an exchange offer or a registration statement on Form S-8 or Form S-4 or their then equivalents and other than shares similar registration statement not available to register securities so requested to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansincluded), it the Company shall send to in each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, case give written notice of such determination andproposed filing to (i) if this Warrant has been exercised, the holders of the Warrant Shares and (ii) if within thirty (30) this Warrant has not been exercised, the Warrantholders, in each case at least 30 days after receipt before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing of such noticeregistration statement, and such holder notice shall so request in writing, offer to such Warrantholders the Company shall use its commercially reasonable efforts opportunity to include in such registration statement all or any part such number of the Registrable Warrant Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the as they may request. Warrantholders desiring inclusion of shares of Common Stock by selling holders Warrant Shares in such registration statement shall so inform the Company by written notice, given within 10 days of the giving of such notice by the Company in accordance with the provisions of Section 8.6 hereof. The Company shall permit, or shall impose cause the managing underwriter of a limitation on proposed offering to permit, the number holders of shares of such Common Stock which may Warrant Shares requested to be included in any such the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the proposed offering on the same terms and conditions as applicable to any similar securities of the Company, if any, included therein for the account of any person other than the Company and the holders of Warrants and/or Warrant Shares. The Company shall continuously maintain in effect any registration statement and as with respect to which inclusion has the Warrant Shares have been requested pursuant to such right be included (and there is first excluded from so included) for a period of not less than (i) 180 days after the effectiveness of such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and or (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights consummation of the holders distribution by the Warrantholders of Registrable Sharesthe Warrant Shares ("Piggy-back Termination Date"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Warrant Shares are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall then be obligated maintain in effect the registration statement as it relates to include in the Warrant Shares for so long as such registration statement only such limited portion (which may be none) of the Registrable Shares with respect remains or is required to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included remain in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon effect for any sale of such shares pursuant other securities. All expenses of such registration shall be borne by the Company, except that underwriting commissions and expenses attributable to the Warrant Shares and fees and distributions of counsel (iif any) a registration statement filed under to the Securities Act, or (ii) Rule 144 promulgated under Warrantholders requesting that the Securities ActWarrant Shares be offered will be borne by such Warrantholders.

Piggyback Registration Rights. If at any time (a) Effective upon the Company shall determine to register under date of this Agreement, until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon five years from the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, date hereof and (ii) any holder thereof having contractualthe first occurrence of a Qualified Public Offering (as defined in Section 7(j) above), incidental registration rights subordinate the Employee Stockholder hereby agrees to be bound by all of the terms, conditions and junior obligations of the Registration Rights Agreement dated as of July 9, 1998 among the Company, Bristol West Associates LLC, a Delaware limited liability company (“Associates”), KKR 1996 Fund L.P. and KKR Partners II, L.P. (the “Registration Rights Agreement”) and, in the case of a Qualified Public Offering and subject to the rights limitations set forth in this Section 10, shall have all of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) rights and privileges of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Registration Rights Agreement, in each case as if the shares of Common Stock included in Employee Stockholder were an original party (other than the Units and the shares of Common Stock underlying the Warrants included in the UnitsCompany) thereto; provided, however, that at no time shall the Employee Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Employee Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Employee Stockholder consents thereto provided that such consent will not be unreasonably withheld. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Employee Stockholder’s rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All Stock purchased or held by the applicable Employee Stockholder Entities pursuant to this Agreement shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Employee Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”) in connection with a Qualified Public Offering. If within 15 days of the receipt by the Employee Stockholder of such Notice, the Company receives from the applicable Employee Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Employee Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Employee Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Employee Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Employee Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Employee Stockholder Entities, including all shares of Stock which the Employee Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the number of shares of Stock being sold by Associates and investment partnerships and investment limited liability companies affiliated with the KKR Partnership and the denominator of which is the number of shares of Stock owned by Associates and investment partnerships and investment limited liability companies affiliated with the KKR Partnership or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Employee Stockholders and all Other Employee Stockholders) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Employee Stockholder (pro rata based upon the aggregate number of shares of Common Stock shall cease the Employee Stockholder, all Other Employee Stockholders, and all Other Employee Stockholders have requested to be Registrable Shares upon any sale registered) and all Other Employee Stockholders are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares pursuant to of Stock offered in such Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the “Holders” (as defined in the Registration Rights Agreement), including, without limitation, the Employee Stockholder, Other Employee Stockholders, and all Other Employee Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Employee Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Employee Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Employee Stockholder’s agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Employee Stockholder’s behalf with respect to the matters specified therein. (f) The Employee Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. If at any time Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection one year after the occurrence of a (A) Public Offering relating to sales by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with any acquisition of any entity or business (ii) upon the exercise of stock options, KKR Fund or (iiiB) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to the Existing Stock, the sixth anniversary of the Initial Investment Date or, with respect to the New Stock, the sixth anniversary of the Investment Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement, as in effect on the date hereof (subject to any amendments thereto to which such holder the Management Stockholder has requested inclusion hereunder. “Registrable Shares” means agreed to be bound), and shall have all of the shares rights and privileges of Common Stock included the Registration Rights Agreement, in each case as if the Units Management Stockholder were an original party (other than the Company) thereto, subject to applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be "Registrable Securities" as defined in the Registration Rights Agreement. (b) In the event of a proposed registered sale of Common Stock shall cease to be Registrable Shares upon by any sale entity or entities in the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Management Stockholder in writing (a "Notice") of such proposed registration (a "Proposed Registration"). If within 15 calendar days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a "Request") to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under unexercised Options to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, or numerator of which is the aggregate number of shares of Stock being sold by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund and the denominator of which is the aggregate number of shares of Stock owned by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund; (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 10; and (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActRegistration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Management Stockholder and all Other Management Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "

Piggyback Registration Rights. (a) If at any time prior to the Company six-month anniversary of the Expiration Date, the Corporation shall determine to register under on a new registration statement any shares of Common Stock for resale for the Securities Act any account of its securities selling stockholders (other than a registration (i) pursuant to a registration statement on Form S-8 or other registration solely relating to an offering or sale to employees or directors of the Corporation pursuant to any employee stock plan or other employee benefit arrangement, (ii) pursuant to a registration statement on Form S-4 or their then equivalents and other than shares similar form that relates to be issued solely a transaction subject to Rule 145, or (iiii) in connection with any acquisition of any entity dividend or business distribution reinvestment or similar plan), then the Corporation will: (i) promptly give to the Holder written notice thereof; (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement (and any related filing or qualification under applicable state securities laws), except as set forth in Section 5.2(b), and in any underwriting involved therein, all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock issuable upon exercise of this Warrant (the “Registrable Securities”) specified in a written request or requests, made by selling holders the Holder and received by the Corporation within five (5) days after the written notice from the Corporation described in clause (i) above is given by the Corporation. Such written request may specify all or a part of the Holder’s Registrable Securities. (b) If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holder as a part of the written notice given pursuant to Section 5.2(a)(i). In such event, the right of the Holder to registration pursuant to this Section 5.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Holder proposes to distribute its securities through such underwriting, then the Holder shall (together with the Corporation and the other holders of securities of the Corporation with registration statement rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or shall impose underwriters selected by the Corporation. Notwithstanding any other provision of this Section 5.2, if the representative of the underwriters advises the Corporation that marketing or other factors require a limitation on the number of shares to be underwritten, then the representative may exclude all Registrable Securities from, or limit the number of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought Registrable Securities to be included therein in, the registration and underwriting. In addition, if the Holder does not agree to the terms of any such underwriting, then the Holder shall be excluded therefrom by written notice from the Corporation or the underwriter. (c) The Holder agrees by acquisition of this Warrant that: (i) the Corporation may postpone or withdraw the filing or the effectiveness of any holder thereof not having registration contemplated by Section 5.2(a) at any such contractual, incidental registration rights, time in its sole discretion; and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to upon receipt of notice from the rights of Corporation that the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (filed by the Corporation which may be none) includes some or all of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Securities for resale is no longer effective or is no longer available for use by the selling stockholders identified therein for any reason, then the Holder will discontinue disposition of Registrable Shares” means Securities until the shares of Common Stock included in Holder receives further notice from the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActCorporation.

Piggyback Registration Rights. (a) If at any time the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, ifWCP, in connection with any Public Offering, plans to register any shares of Common Stock held by WCP Associates, L.P., APC Associates, L.P., GR Associates, L.P. or KKR Partners II, L.P. (the "Institutional Investors") for public offering involving pursuant to the Act, WCP will promptly notify the Optionholder in writing (a "Registration Notice") of such proposed registration (the "Proposed Registration"). If within ten business days of the receipt by the Optionholder of such Registration Notice (and, in any event, within 15 business days after such Registration Notice is sent by WCP), WCP receives from the Optionholder, the Optionholder's Estate or the Optionholder's Trust a written request (a "Registration Request") to register Option Shares held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust (which Registration Request will be irrevocable unless otherwise mutually agreed to in writing by the Optionholder and WCP), Option Shares will be so registered as provided in this Section 12; provided that for each such Proposed Registration only one Registration Request, which shall be executed by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Optionholder, the Optionholder's Estate and the Optionholder's Trust, respectively. All Option Shares acquired by the Optionholder pursuant to the exercise of Options granted pursuant to this Agreement and held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities. (b) The maximum number of Option Shares which will be registered pursuant to a Registration Request will be the lowest of (i) the number of Option Shares then held by the Optionholder (which for purposes of this subparagraph (b) shall include shares held by the Optionholder's Estate or a Optionholder's Trust), including all Option Shares which the Optionholder is then entitled to acquire under an underwriting unexercised Option to the extent then exercisable (the "Maximum Shares"), (ii) the Maximum Shares then held by the Optionholder multiplied by the ratio of (A) the number of shares of Common Stock to be issued registered by the Company, Institutional Investors in the managing underwriter shall prohibit Proposed Registration to (B) the inclusion total number of shares of Common Stock beneficially owned by selling holders in such registration statement or shall impose a limitation on all Institutional Investors and (iii) the maximum number of shares which the Optionholder can register in the public offering pursuant to any limits set by the managing underwriter for inclusion in such public offering and agreed to in good faith by WCP. (c) Except as may otherwise be provided in this Section 12, Option Shares will be registered by WCP and offered to the public pursuant to his Section 12 on the same terms and subject to the same conditions applicable to registration in the Proposed registration of such Common Stock which may be included in any such registration statement becauseshares held by an Institutional Investor. Such terms and conditions shall include, in its judgmentwithout limitation: the public offering price; the payment of fees, such limitation is necessary to effect an orderly public distributioncommissions and expenses; the provision of, and such limitation is imposed pro rata representation and warranty as to, information requested by WCP; and the provision of requisite indemnifications. (d) Upon delivering a Registration Request, the Optionholder will, if requested by WCP, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to WCP with respect to all securities whose holders have a contractual, incidental (“piggyback”) right the Option Shares to include such securities in the registration statement and as to which inclusion has been requested be registered pursuant to this Section 12 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such right Option Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and there is first excluded from such registration statement all shares irrevocably appoint said custodian and attorney-in-fact as the Optionholder, the Optionholder's Estate's or the Optionholder's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights Attorney on behalf of the holders of Registrable SharesOptionholder, the Company shall then be obligated to include in such registration statement only such limited portion (which Optionholder's Estate or the Optionholder's Trust, as the case may be none) of the Registrable Shares be, with respect to which the matters specified therein. The Optionholder agrees that he will execute such holder has requested inclusion hereunder. “Registrable Shares” means other agreements as WCP may reasonably request to further evidence the shares provisions of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Section 12.

Piggyback Registration Rights. (a) If at any time the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, ifWCP, in connection with any Public Offering, plans to register any shares of Common Stock held by WCP Associates, L.P., APC Associates, L.P., GR Associates, L.P., KKR Partners II, L.P. or any other KKR Affiliate (as defined below) (the "Institutional Investors") for public offering involving pursuant to the Act, WCP will promptly notify the Optionholder in writing (a "Registration Notice") of such proposed registration (the "Proposed Registration"). If within ten business days of the receipt by the Optionholder of such Registration Notice (and, in any event, within 15 business days after such Registration Notice is sent by WCP), WCP receives from the Optionholder, the Optionholder's Estate or the Optionholder's Trust a written request (a "Registration Request") to register Option Shares held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust (which Registration Request will be irrevocable unless otherwise mutually agreed to in writing by the Optionholder and WCP), Option Shares will be so registered as provided in this Section 12; PROVIDED that for each such Proposed Registration only one Registration Request, which shall be executed by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Optionholder, the Optionholder's Estate and the Optionholder's Trust, respectively. All Option Shares acquired by the Optionholder pursuant to the exercise of Options granted pursuant to this Agreement and held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities. (b) The maximum number of Option Shares which will be registered pursuant to a Registration Request will be the lowest of (i) the number of Option Shares then held by the Optionholder (which for purposes of this subparagraph (b) shall include shares held by the Optionholder's Estate or a Optionholder's Trust), including all Option Shares which the Optionholder is then entitled to acquire under an underwriting unexercised Option to the extent then exercisable (the "Maximum Shares"), (ii) the Maximum Shares then held by the Optionholder multiplied by the ratio of (A) the number of shares of Common Stock to be issued registered by the Company, Institutional Investors in the managing underwriter shall prohibit Proposed Registration to (B) the inclusion total number of shares of Common Stock beneficially owned by selling holders in such registration statement or shall impose a limitation on all Institutional Investors and (iii) the maximum number of shares which the Optionholder can register in the public offering pursuant to any limits set by the managing underwriter for inclusion in such public offering and agreed to in good faith by WCP. (c) Except as may otherwise be provided in this Section 12, Option Shares will be registered by WCP and offered to the public pursuant to this Section 12 on the same terms and subject to the same conditions applicable to registration in the Proposed registration of such Common Stock which may be included in any such registration statement becauseshares held by an Institutional Investor. Such terms and conditions shall include, in its judgmentwithout limitation: the public offering price; the payment of fees, such limitation is necessary to effect an orderly public distributioncommissions and expenses; the provision of, and such limitation is imposed pro rata representation and warranty as to, information requested by WCP; and the provision of requisite indemnifications. (d) Upon delivering a Registration Request, the Optionholder will, if requested by WCP, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to WCP with respect to all securities whose holders have a contractual, incidental (“piggyback”) right the Option Shares to include such securities in the registration statement and as to which inclusion has been requested be registered pursuant to this Section 12 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such right Option Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and there is first excluded from such registration statement all shares irrevocably appoint said custodian and attorney-in-fact as the Optionholder, the Optionholder's Estate's or the Optionholder's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights Attorney on behalf of the holders of Registrable SharesOptionholder, the Company shall then be obligated to include in such registration statement only such limited portion (which Optionholder's Estate or the Optionholder's Trust, as the case may be none) of the Registrable Shares be, with respect to which the matters specified therein. The Optionholder agrees that he will execute such holder has requested inclusion hereunder. “Registrable Shares” means other agreements as WCP may reasonably request to further evidence the shares provisions of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Section 12.

Piggyback Registration Rights. If (a) Subject to Section 2.02(b) and Section 2.05, if at any time or from time to time following the Lock-up Period, the Company proposes to file a registration statement (other than (1) on Form S-4 or Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms, (2) a Shelf Registration Statement required under the terms of the Warrant Agreement or (3) the PIPE Resale Shelf, for the sale of Common Shares for its own account, or for the benefit of the holders of its Common Shares (other than pursuant to Section 2.03)) in an underwritten or other registered public offering (a “Piggyback Underwritten Offering”), then as soon as reasonably practicable, but not less than 10 Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act, (y) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act (if no preliminary prospectus supplement is used), other than, in the case of clause (x) or (y), any preliminary prospectus supplement or prospectus supplement relating to a registration statement for which notice was previously given, or (z) such registration statement, as the case may be, the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination and, if within thirty (30) days proposed Piggyback Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Holder may request. Each such Holder shall have 5 Business Days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering. Upon receipt of any such noticerequest for inclusion from a Holder received within the specified time (each, such holder shall so request in writinga “Piggyback Holder”), the Company shall use its commercially reasonable best efforts to include effect the registration in any registration statement described in this Section 2.02(a) of such Registrable Shares requested to be included on the terms set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Prior to the launch of any Piggyback Underwritten Offering, any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement all or any part of the Registrable Shares such holder requests pursuant to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock this Section 2.02(a) by giving written notice to be issued by the Company, the managing underwriter which withdrawal shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock be irrevocable and, following which may be included in any such registration statement because, in its judgmentwithdrawal, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders Holder shall no longer have a contractual, incidental (“piggyback”) any right to include such securities Registrable Shares in the registration statement and Piggyback Underwritten Offering as to which inclusion has been requested pursuant to such right and there is first excluded from such withdrawal was made. No registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, Shares effected under this Section 2.02 shall relieve the Company shall then be obligated of its obligations to include in such effect any registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed demand under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActSection 2.03.

Piggyback Registration Rights. If Other than in connection with a registration on Form S-8 or F-4, or any successor or similar form, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect or indirect acquisition by the Company of another Person, if at any time following the IPO the Company, including if the Company shall determine qualifies as a Well-Known Seasoned Issuer, proposes to register file (i) a prospectus supplement to an effective Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the Shareholders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggyback Underwritten Offering”), then as soon as practicable but not less than fourteen (14) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (iif no preliminary prospectus supplement is used) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iiic) pursuant such Shelf Registration Statement, as the case may be, the Company shall give notice of such proposed Piggyback Underwritten Offering to employee benefit plans), it the Shareholders and such notice (a “Piggyback Notice”) shall send offer the Shareholders the opportunity to each holder include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Shareholder may request in writing. Each such Shareholder shall then have ten (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (3010) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Shareholder shall have two (2) Business Days after such Shareholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such notice, such holder shall so request in writingfor inclusion from a Shareholder (a “Piggyback Requesting Shareholder”) received within the specified time period, the Company shall use its commercially reasonable efforts to include effect the registration in such any registration statement all or of any part of the Shareholders’ Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to on the rights of the holders of Registrable Shares, the Company shall then be obligated to include terms set forth in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Agreement.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualDecember 31, incidental 2011: (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights subordinate contained in the Shareholders’ Agreement (the “Shareholders’ Agreement”) to be entered into by and junior to the rights of the holders of Registrable Sharesamong Luxco, Valcon Acquisition B.V., the Company shall then and investors party thereto (the “Piggyback Registration Rights”), in the form provided to the Management Stockholder on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be obligated to include in such registration statement only such limited portion (which may be none) bound), and, following the consummation of an initial Public Offering, if any one of the Registrable Shares with respect Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to which such holder has requested inclusion hereunder. “Registrable Shares” means participate in one or more Public Offerings and any rights to indemnification and/or contribution from the shares of Common Stock included Company and/or the Investors), in each case as if the Units Management Stockholder were an original party (other than Luxco, Valcon Acquisition B.V. and the shares of Common Stock underlying Company) to the Warrants included in the UnitsShareholders’ Agreement, subject to applicable and customary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under the Shareholders’ Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Shareholders’ Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock, whether acquired upon the exercise of an Option or not, acquired or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Listed Shares” as defined in the Shareholders’ Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Investors in accordance with the terms of the Shareholders’ Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within five (5) Business Days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 7; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Listed Shares held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investors and the denominator of which is the aggregate number of shares of Stock owned by the Investors and any investment partnerships and investment limited liability companies investing with the Investors or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsections (d) and (e) of this Section 7) or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) Subject to subsection (e) of this Section 7, if a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in the Proposed Registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration by the Management Stockholder and all Other Management Stockholders would be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration, in addition to shares to be sold by the Company and the selling Investors, the number of shares of Stock requested to be sold by the Management Stockholder and all Other Management Stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all requesting parties on the basis of the relative number of shares of Stock then held by each such party (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such party that exceed such party’s request will be reallocated among the remaining requesting parties in like manner). (f) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 7 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (g) If the number of shares of Stock that the Management Stockholder is permitted to include in a Request pursuant to this Section 7 is limited by the fact that the Options are not exercisable at the time of such Proposed Registration, then at such time as the Options become exercisable (in whole or in part) and at any time thereafter, the Management Stockholder shall be entitled to register for public sale as part of any subsequent Proposed Registration such additional number of shares of Stock as the Management Stockholder could have registered at the time of the initial Proposed Registration. (h) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 7.

Piggyback Registration Rights. (a) If the Company at any time proposes to effect an underwritten primary offering for its own benefit or for the Company shall determine to register under the Securities Act benefit of any of its securities (stockholders other than on Form S-8 or Form S-4 or their then equivalents the Holders (in each case, a “Piggyback Underwritten Offering”) and other than shares the form of registration statement to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon used permits the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder registration of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingSecurities, the Company shall use give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than (i) five Business Days prior to the launch of such Piggyback Underwritten Offering or (ii) two Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its commercially reasonable efforts Registrable Securities in such registration statement, subject to the limitations contained in Section 2.6(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within three Business Days of the launch of such Piggyback Underwritten Offering (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Xxxxxx’s request for inclusion of such Xxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.6(a) by giving written notice to the Company of such withdrawal at any time prior to the execution of an underwriting agreement with respect of such Piggyback Underwritten Offering. Subject to Section 2.6(b) below, the Company shall include in such registration statement all or any part of the such Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been Securities so requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitstherein; provided, however, that shares the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock shall cease all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.6 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement. (b) With respect to any registration pursuant to Section 2.6(a), if the managing underwriter(s) advise the Company that the inclusion of Registrable Shares upon any sale Securities requested to be included in the Registration Statement will materially and adversely affect the marketability of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares pursuant for its own account), as to each requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of shares requested to be included in such Registration Statement by all Persons (including Holders) who have requested (pursuant to this Agreement or other contractual registration rights) that their shares be included in such Registration Statement; and (ii) the maximum number of Registrable Securities that the managing underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 2.6(b), any Holder shall not be entitled to include all Registrable Securities in a registration statement filed that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.6(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (A) make any representations or warranties in connection with any such registration other than representations and warranties as to (1) such Person owning his, her or its Registrable Securities Actto be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person having power and authority to effect such transfer or sale, (3) such transfer or sale by such Person contemplated by such underwriting agreement, and such Person’s entry into such underwriting agreement, not constituting a breach of any agreements to which such Person is a party or by which such Person is bound, (4) such transfer or sale contemplated by such underwriting agreement, and such Person’s entry into such underwriting agreement, not constituting a breach or violation of such Person’s organizational documents, if the Person is an entity, or any law applicable to such Person and (5) such matters pertaining to compliance with securities laws as may be reasonably requested, or (iiB) Rule 144 promulgated under undertake any indemnification obligations to the Securities ActCompany or the underwriters with respect thereto except as otherwise provided in Section 2.7.

Piggyback Registration Rights. (a) If at any time the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, ifWCP, in connection with any Public Offering, plans to register any shares of Common Stock held by WCP Associates, L.P., APC Associates, L.P., GR Associates, L.P., KKR Partners II, L.P. or any other KKR Affiliate (as defined below) (the "Institutional Investors") for public offering involving pursuant to the Act, WCP will promptly notify the Optionholder in writing (a "Registration Notice") of such proposed registration (the "Proposed Registration"). If within ten business days of the receipt by the Optionholder of such Registration Notice (and, in any event, within 15 business days after such Registration Notice is sent by WCP), WCP receives from the Optionholder, the Optionholder's Estate or the Optionholder's Trust a written request (a "Registration Request") to register Option Shares held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust (which Registration Request will be irrevocable unless otherwise mutually agreed to in writing by the Optionholder and WCP), Option Shares will be so registered as provided in this Section 12; PROVIDED that for each such Proposed Registration only one Registration Request, which shall be executed by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Optionholder, the Optionholder's Estate and the Optionholder's Trust, respectively. All Option Shares acquired by the Optionholder pursuant to the exercise of Options granted pursuant to this Agreement and held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities. (b) The maximum number of Option Shares which will be registered pursuant to a Registration Request will be the lowest of (i) the number of Option Shares then held by the Optionholder (which for purposes of this subparagraph (b) shall include shares held by the Optionholder's Estate or a Optionholder's Trust), including all Option Shares which the Optionholder is then entitled to acquire under an underwriting unexercised Option to the extent then exercisable (the "Maximum Shares"), (ii) the Maximum Shares then held by the Optionholder multiplied by the ratio of (A) the number of shares of Common Stock to be issued registered by the Company, Institutional Investors in the managing underwriter shall prohibit Proposed Registration to (B) the inclusion total number of shares of Common Stock beneficially owned by selling holders in such registration statement or shall impose a limitation on all Institutional Investors and (iii) the maximum number of shares which the Optionholder can register in the public offering pursuant to any limits set by the managing underwriter for inclusion in such public offering and agreed to in good faith by WCP. (c) Except as may otherwise be provided in this Section 12, Option Shares will be registered by WCP and offered to the public pursuant to this Section 12 on the same terms and subject to the same conditions applicable to registration in the Proposed Registration of such Common Stock which may be included in any such registration statement becauseshares held by an Institutional Investor. Such terms and conditions shall include, in its judgmentwithout limitation: the public offering price; the payment of fees, such limitation is necessary to effect an orderly public distributioncommissions and expenses; the provision of, and such limitation is imposed pro rata representation and warranty as to, information requested by WCP; and the provision of requisite indemnifications. (d) Upon delivering a Registration Request, the Optionholder will, if requested by WCP, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to WCP with respect to all securities whose holders have a contractual, incidental (“piggyback”) right the Option Shares to include such securities in the registration statement and as to which inclusion has been requested be registered pursuant to this Section 12 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such right Option Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and there is first excluded from such registration statement all shares irrevocably appoint said custodian and attorney-in-fact as the Optionholder, the Optionholder's Estate's or the Optionholder's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights Attorney on behalf of the holders of Registrable SharesOptionholder, the Company shall then be obligated to include in such registration statement only such limited portion (which Optionholder's Estate or the Optionholder's Trust, as the case may be none) of the Registrable Shares be, with respect to which the matters specified therein. The Optionholder agrees that he will execute such holder has requested inclusion hereunder. “Registrable Shares” means other agreements as WCP may reasonably request to further evidence the shares provisions of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Section 12.

Piggyback Registration Rights. If Other than in connection with a registration on Form S-8 or S-4, or any successor or similar form, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect or indirect acquisition by the Company of another Person or an exchange offer or similar transaction, if at any time the Company, including if the Company shall determine qualifies as a Well-Known Seasoned Issuer, proposes to register file (i) a prospectus supplement to an effective Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Common Stock for its own account, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggyback Underwritten Offering”), then as soon as practicable but not less than fourteen (14) days prior to the filing of (A) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (iif no preliminary prospectus supplement is used) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iiiC) pursuant such Shelf Registration Statement, as the case may be, the Company shall give notice of such proposed Piggyback Underwritten Offering to employee benefit plans), it the Stockholders and such notice (a “Piggyback Notice”) shall send offer the Stockholders the opportunity to each holder include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Stockholder may request in writing. Each such Stockholder shall then have ten (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (3010) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Stockholder shall have two (2) Business Days after such Stockholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggyback Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such notice, such holder shall so request in writingfor inclusion from a Stockholder (a “Piggyback Requesting Stockholder”) received within the specified time period, the Company shall use its commercially reasonable efforts to include effect the registration in such any registration statement all or of any part of the Stockholders’ Registrable Shares such holder requests requested to be registered therein; provided thatincluded on the terms set forth in this Agreement. Notwithstanding anything in this Section 2.2 to the contrary, ifif at the time a demand for registration is made under this Section 2.2 there is a Registration Statement on file pursuant to which the Piggyback Requesting Stockholder shall be entitled to dispose of all its Registrable Shares (including any Shelf Registration Statement on Form S-3), in connection with any offering involving an underwriting of Common Stock to be issued by then the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata ’s obligations with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to Stockholder under this Section 2.2 shall be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actdeemed satisfied.

Piggyback Registration Rights. If (a) If, at any time time, the Company proposes to file a Registration Statement with the SEC respecting an offering, whether primary, secondary or combined, of any equity securities of the Company, the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination and, if within to all Holders at least thirty (30) days prior to the initial filing of the Registration Statement relating to each such offering. Such notice shall specify, at a minimum, the number and the type of equity securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Each Holder shall have the right, within twenty (20) days after receipt delivery of such notice, such holder shall so to request in writingwriting that the Company include not less than 50,000 shares of Eligible Common Stock (or such lesser amount as is then owned by such Holder) in such Registration Statement (a "Piggyback Registration"). (b) In the event that the proposed offering is an underwritten offering covering Company Shares, the Company provisions of this paragraph (b) shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, applicable if the managing underwriter shall prohibit delivers a Cutback Notice stating that, in its opinion, the inclusion aggregate number of shares of Eligible Common Stock and the Company Shares that the Holders have requested to be registered, exceeds the maximum number of shares specified by selling holders the managing underwriter in such registration statement Cutback Notice that may be distributed without adversely affecting the price, timing or shall impose a limitation on distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of such Eligible Common Stock which may and Company Shares requested to be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities offering shall be reduced in the registration statement and as following order until the number of shares to which inclusion be offered has been requested pursuant reduced to such right and there is first excluded from such registration statement all the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock sought that each Holder has requested to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, registered and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Sharessecond, the Company Shares. (c) No Piggy-Back Registration effected under this Section 2.2 shall then be obligated deemed to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares have been effected pursuant to Section 2.1 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided in Section 2.1. (id) The Company will pay all Registration Expenses (as set forth in Section 3.3) in connection with a registration under this Section 2.2. (e) The provisions of this Section 2.2 shall not be applicable in connection with a transaction in which a registration statement is filed under by the Securities Act, Company on Form S-4 or (ii) Rule 144 promulgated under S-8 or any successor or similar form or a registration statement is filed by the Securities ActCompany that registers securities issued pursuant to a DRIP.

Piggyback Registration Rights. (a) If the Company proposes at any time or from time to time to sell shares of any Common Stock for its own account or the account of any other Person in an underwritten public offering pursuant to a registration statement under the Securities Act, the Company shall determine give written notice to register the Holder, as soon as practicable but in no event fewer than fifteen (15) days before the anticipated filing of a registration statement (a “Piggyback Registration Statement”) related to such underwritten public offering (other than a registration statement on Form S-4 or Form S-8 under the Securities Act or any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit planssuccessor forms thereto), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination andproposed underwritten public offering to the Holder, if and such notice shall offer to the Holder the opportunity to include in such underwritten public offering such number of Warrant Shares as such Holder may request. At any time during the period in which the Warrants are exercisable, within thirty ten (3010) days after receipt of such notice, the Holder shall have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such holder shall so request in writing, the underwritten public offering such number of Warrant Shares as such Holder may request. The Company shall use its commercially reasonable best efforts to include cause the managing underwriters of such underwritten public offering to permit the Warrant Shares requested to be included in such registration statement all a Piggyback Registration Statement to be included on the same terms and conditions as any Common Stock or any part other security included therein and to permit the sale or other disposition of such Warrant Shares in accordance with the Registrable Shares such holder requests intended method of distribution thereof. The Holder shall have the right to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the withdraw its request for inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included its Warrant Shares in any such registration statement because, in pursuant to this Section 3 by giving written notice to the Company of its judgment, such limitation is necessary request to effect an orderly withdraw prior to the time that the Company has printed for public distribution, and such limitation is imposed pro rata distribution a preliminary prospectus with respect to all securities whose holders such registration statement, provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election (as defined below), the Holder shall no longer have a contractual, incidental (“piggyback”) any right to include such securities Warrant Shares in the registration statement and as to which inclusion such Withdrawal Election was made. (b) Notwithstanding Section 3(a), if at any time the managing underwriters of such underwritten public offering shall advise the Company that, in their opinion, the total number of securities proposed to be sold in such underwritten public offering (including the total number of Warrant Shares that the Holder has been requested to be sold in such underwritten public offering and the total number of Common Stock requested to be included by any other selling shareholder entitled to sell shares in such underwritten public offering) exceeds the maximum number of such securities which the managing underwriters believe may be sold without materially adversely affecting the success of such underwriting public offering, including the price at which such shares can be sold, then the Company will be required to include in such underwritten public offering only that number of securities which the managing underwriters believe may be sold without causing such adverse effect in the following order: (i) all the securities that the Company proposes to sell in such underwritten public offering, and all the securities that are proposed to be sold by any holder or group of holders of Common Stock who are participating in connection with a demand registration right (other than by exercising so-called “piggyback” registration rights) that existed on the date hereof, if such underwritten public offering is being made pursuant to such right demand (in the priority agreed upon between the Company and there is first excluded from the holders of such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental demand registration rights, ) and (ii) shares of the Holder and all other securities that are proposed to be sold by any holder thereof having contractual, incidental of capital stock of the Company exercising a so-called “piggyback” registration rights subordinate and junior right on a pro rata basis in an aggregate number which is equal to the rights difference between the maximum number of securities to be included in such underwritten public offering as determined by the holders managing underwriters and the number of Registrable Sharesshares to be sold in such underwritten public offering pursuant to clause (i) above. The Company will have the right to postpone or withdraw any registration statement relating to an underwritten public offering described under this Section 3 without obligation to the Holder; provided that, no such postponement or withdrawal may be effected in the Company shall then be obligated to include in event that any sales of securities under such registration statement only such limited portion (which have been consummated. The Company may be none) of withdraw a Piggyback Registration Statement at any time or the Registrable Shares with respect Company may elect to which such holder has requested inclusion hereunder. “Registrable Shares” means delay or abandon the shares of Common Stock included proposed registration, in each case subject to the proviso in the Units and immediately preceding sentence, without any liability to the shares of Common Stock underlying the Warrants included in the UnitsHolder; provided, however, that shares the Company shall give prompt written notice thereof to the Security Holder. If, as a result of Common Stock the provisions of this Section 3(b), the Holder shall cease not be entitled to include all Warrant Shares in a registration under this Section 3 that the Holder has requested to be Registrable included, the Holder may elect to withdraw its request to include Warrant Shares upon any sale in such a registration (a “Withdrawal Election”) by giving prompt written notice to the Company of such shares pursuant Withdrawal Election prior to (i) the time that the Company has printed a preliminary prospectus for public distribution with respect to such registration statement filed under statement; provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, the Securities Act, or (ii) Rule 144 promulgated under Holder shall no longer have any right to include Warrant Shares in the Securities Actregistration as to which such Withdrawal Election was made.

Piggyback Registration Rights. If (a) Subject to Section 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the Company shall determine to register under the Securities Act account of any of its securities (other Persons who have or have been granted registration rights, other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely the Holders (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansa “Piggyback Underwritten Offering”), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of such determination Piggyback Underwritten Offering to each Holder, which notice shall include the anticipated filing date of the Underwritten Offering Filing and, if within thirty (30) days after receipt known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such noticeHolders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or two Business Days in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such holder Holder shall so request have no further right to participate in writingsuch Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement all rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any part Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Registrable Shares such holder requests Company to be registered therein; provided that, if, pay the Registration Expenses in connection with therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any offering involving an underwriting Registrable Securities for the same period as the delay in including the shares of Common Stock to be issued by sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (b) Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the managing underwriter Company shall prohibit not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.4 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the inclusion Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company of its belief that the number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed to be offered by selling holders the Company or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), would materially adversely affect such offering, then the Company shall include in such registration statement or shall impose a limitation Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering, shares of Common Stock in the following priority: (i) if the Piggyback Underwritten Offering is for the account of the Company, first, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”), second, the shares of Common Stock that the Piggybacking Holders propose to include (pro rata among the Piggybacking Holders based on the number of shares of such Common Stock which may each requested to be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distributionincluded), and such limitation is imposed third, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include (pro rata with respect among such other Persons based on the number of shares of Common Stock each requested to all securities whose holders be included); or (ii) if the Piggyback Underwritten Offering is for the account of any other Persons who have a contractualor have been granted registration rights, incidental (“piggyback”) right first, the shares of Common Stock that such other Persons propose to include (pro rata among such securities in other Persons based on the registration statement and as number of shares of Common Stock each requested to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement be included), second, all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to that the rights of the holders of Registrable Shares, the Company shall then be obligated Piggybacking Holders propose to include in such registration statement only such limited portion (which may be none) pro rata among the Piggybacking Holders based on the number of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease each requested to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under included), and third, the Securities Act, or (ii) Rule 144 promulgated under the Securities ActCompany Securities.

Piggyback Registration Rights. If at any time (a) Subject to the transfer restrictions set forth in Section 4.1, after the Restricted Period (or earlier if the Company shall determine agrees to waive the Restricted Period), if the Company proposes to register Common Stock for public sale, whether or not for its own account, under the Securities Act any of its securities (other than a registration on Form S-8 or Form S-4 or their then equivalents S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, at each such time, give prompt written notice (which notice shall be given not less than ten (10) Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto and other than shall specify the intended method or methods of disposition and the number of shares of Common Stock proposed to be issued solely registered) to the Apollo Parties and the Reverence Persons of its intention to do so and of Apollo Parties’ and Reverence Persons’ rights under this Section 5.1. Upon the written request of the Apollo Parties or the Reverence Persons made within five (i5) in connection with any acquisition Business days after the receipt of any entity or business such notice (ii) upon which request shall specify the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder number of Registrable Shares (Securities intended to be disposed of by the Apollo Parties or the Reverence Persons, as defined belowapplicable), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such effect the registration statement under the Securities Act of all or any part of Registrable Securities which the Registrable Shares such holder requests Apollo Parties and/or the Reverence Persons have so requested to be registered thereinregistered; provided that: (i) an Apollo Party and a Reverence Person shall have the right to withdraw its request for inclusion of any of such Registrable Securities in any registration statement pursuant to this Section 5.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters; (ii) if, at any time after giving written notice of its intention to register Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any offering involving an underwriting reason not to proceed with the proposed registration of Common Stock to be issued sold by the Companyit, the managing underwriter Company may, at its election, give written notice of such determination to the Apollo Parties and the Reverence Persons and, thereupon, the Company shall prohibit the inclusion be relieved of shares of Common Stock by selling holders its obligation to register any Registrable Securities in connection with such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior without prejudice to the rights of the holders of Registrable Shares, the Company shall then be obligated Apollo Parties to include in request that such registration statement be effected as a registration under Section 5.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, any Person requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Equity Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such limited portion (which may be none) of the Registrable Shares differences, including any with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included representations and warranties, indemnification and liability insurance, as may be customary or appropriate in the Units combined primary and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actsecondary offerings.

Piggyback Registration Rights. If (a) If, at any time time, the Company proposes to file a Registration Statement with the SEC respecting an offering, whether primary, secondary or combined, of any equity securities of the Company, the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination and, if within to all Holders at least thirty (30) days prior to the initial filing of the Registration Statement relating to each such offering. Such notice shall specify, at a minimum, the number and the type of equity securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Each Holder shall have the right, within twenty (20) days after receipt delivery of such notice, such holder shall so to request in writingwriting that the Company include not less than 50,000 shares of Eligible Common Stock (or such lesser amount as is then owned by such Holder) in such Registration Statement (a "Piggyback Registration"). (b) In the event that the proposed offering is an underwritten offering covering Company Shares, the Company provisions of this paragraph (b) shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, applicable if the managing underwriter shall prohibit delivers a Cutback Notice stating that, in its opinion, the inclusion aggregate number of shares of Eligible Common Stock and the Company Shares that the Holders have requested to be registered, exceeds the maximum number of shares specified by selling holders the managing underwriter in such registration statement Cutback Notice that may be distributed without adversely affecting the price, timing or shall impose a limitation on distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of such Eligible Common Stock which may and Company Shares requested to be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities offering shall be reduced in the registration statement and as following order until the number of shares to which inclusion be offered has been requested pursuant reduced to such right and there is first excluded from such registration statement all the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock sought that each Holder has requested to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, registered and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Sharessecond, the Company Shares. (c) No Piggy-Back Registration effected under this Section 7.2 shall then be obligated deemed to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares have been effected pursuant to Section 7.1 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided in Section 7.1. (id) The Company will pay all Registration Expenses (as set forth in Section 8.3) in connection with a registration under this Section 7.2. (e) The provisions of this Section 7.2 shall not be applicable in connection with a transaction in which a registration statement is filed under by the Securities Act, Company on Form S-4 or (ii) Rule 144 promulgated under S-8 or any successor or similar form or a registration statement is filed by the Securities ActCompany that registers securities issued pursuant to a DRIP.

Piggyback Registration Rights. If The Company covenants and agrees with the Placement Agent and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the Company shall determine period commencing one year and ending five years after the Closing Date, it proposes to register file a registration statement or Offering Statement with respect to any class of equity or equity-related security (other than in connection with an offering to the Company's employees or in connection with an acquisition, merger or similar transaction) under the Securities Act any in a primary registration on behalf of its the Company and/or in a secondary registration on behalf of holders of such securities (other than on Form S-8 and the registration form or Form S-4 or their then equivalents and other than shares Offering Statement to be issued solely used may be used for registration of the Registrable Securities, the Company will give prompt written notice (i) which, in connection with any acquisition the case of any entity a registration statement or business (ii) upon notification pursuant to the exercise of stock optionsdemand registration rights other than those provided in Section 10(a) of this Agreement, or shall be within ten (iii10) pursuant to employee benefit plans), it shall send to each holder business days after the Company's receipt of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination exercise and, if within thirty in any event, shall be at least 30 days prior to such filing) to the Holders of Registrable Securities (30regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) days after receipt of such notice, such holder shall so request in writing, this Agreement) at the addresses appearing on the records of the Company shall use of its commercially reasonable efforts intention to file a registration statement or Offering Statement and will offer to include in such registration statement or Offering Statement all or any part but not less than 20% of the Registrable Shares such holder requests to be registered therein; provided that, ifSecurities and limited, in connection with any offering involving an underwriting the case of Common Stock a Regulation A offering, to be issued by the Companyamount of the available exemption, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary subject to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by paragraphs (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualof this paragraph (b), incidental registration rights subordinate and junior to the rights of the holders such number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which such holder the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to this paragraph (ib) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense. This paragraph is not applicable to a registration statement filed under by the Securities Act, Company with the Commission on Forms S-4 or (ii) Rule 144 promulgated under the Securities ActS-8 or any successor forms.

Piggyback Registration Rights. If at any time the Company shall determine to register under the Securities Act (a) For so long as any of its securities the shares of Stock held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate remain unregistered, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement of even date herewith (the "Registration Rights Agreement") among the Company, Holdings and the other persons who become parties thereto and, subject to the limitations set forth in this Section 8, shall have all of the rights and privileges of the Registration Rights Agreement, in each case as if the Purchaser were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansMerger Sub), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that the Purchaser shall not have any rights to request registration under Sections 3 or 4 of the Registration Rights Agreement; provided further, that the Purchaser shall have no rights to request registration under the Registration Rights Agreement to the extent that the Purchaser would be able to sell, to the extent otherwise permitted under this Agreement, shares of Common Stock pursuant to Rule 144 under the Act or another available exception to registration; and provided further, that the Purchaser shall cease not be bound by any amendments to the Registration Rights Agreement unless the Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 8, including, without limitation, the limitations on registration set forth in Section 8(c) hereof. All shares of Stock held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate shall be deemed to be "Registrable Shares Securities" as defined in the Registration Rights Agreement. (b) The Surviving Corporation will promptly notify the Purchaser in writing (a "Notice") upon any sale the Surviving Corporation's receipt of a written request ("Holdings' Request") from Holdings requesting that the Surviving Corporation effect the registration under the Act of all or part of Holdings' Registrable Securities (as defined in the Registration Rights Agreement) ("Holdings' Requested Registration") pursuant to Section 4(a) of the Registration Rights Agreement. If within 15 days of the receipt by the Purchaser of such shares Notice, the Surviving Corporation receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Purchaser's Request") (which request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Surviving Corporation) that the Surviving Corporation effect the registration under the Act of all or part of the Registrable Securities (as defined in the Registration Rights Agreement) held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, and specifying the amount and intended method of disposition thereof (the "Purchaser's Requested Registration"), the Surviving Corporation will, as expeditiously as possible, use reasonable efforts to effect the registration under the Act of the Purchaser's Requested Registration so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Purchaser's Registrable Securities so to be registered; provided, however, that the Company shall have no obligation to register the Purchaser's Registrable Securities pursuant to this Section 8(b) unless the Surviving Corporation has effected Holdings' Requested Registration in response to the Holdings' Request in accordance with Section 4(d) of the Registration Rights Agreement; and provided further that for each such registration, only one Purchaser's Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all of the Purchaser's Registrable Securities. (c) The maximum number of the Purchaser's shares of Stock that the Surviving Corporation will be required to register under the Act pursuant to a Purchaser's Request will be the lowest of (i) that number of shares of Stock equal to the product of the total number of all Investment Shares purchased by the Purchaser under this Agreement multiplied by a fraction, the numerator of which is the number of shares of Surviving Corporation Common Stock to be registered in such registration statement filed under on behalf of Holdings and the Securities Actdenominator of which is the total number of shares of Surviving Corporation Common Stock held by Holdings immediately following the Effective Time, or (ii) Rule 144 promulgated 25% of the total number of Investment Shares purchased by the Purchaser under this Agreement and (iii) the Purchaser's share (pro rata based upon the aggregate number of Registrable Securities which the Purchaser and all other persons having registration rights under the Registration Rights Agreement (other than Holdings) have requested to be registered) of the maximum number of Registrable Securities Actwhich the Surviving Corporation can register pursuant to this Section 8 and Section 4 of the Registration Rights Agreement without, in the good faith view of the underwriters, adverse effect on the offering. The maximum number of shares of Stock that the Surviving Corporation will be required to register under the Act pursuant to all Purchaser's Requests in the aggregate will be that number that equals 25% of the total number of Investment Shares purchased by the Purchaser under this Agreement.

Piggyback Registration Rights. If At any time after the Buyer Shares issued to the Corporation pursuant to this Agreement have been distributed to the Stockholders by the Corporation, and/or the Employees Shares have been vested and distributed to the Employees or their designees, if Buyer at any time the Company shall determine proposes to register any of its securities under the Securities Act any of its securities for sale to the public (other than except with respect to registration statements on Form Forms S-4, F-4 or S-8 or Form S-4 or their then equivalents and other than shares another form not available for registering the Buyer Shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon under this Agreement for sale to the exercise of stock options, or (iii) pursuant to employee benefit planspublic), each such time it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of its intention to do so to the Representative who will provide notice of the same to all persons who received Buyer Shares hereunder. Upon the written request of any of such determination and, if holders made to the Representative within thirty fifteen (3015) days after receipt of such notice, such holder shall so request and forwarded to Buyer within five (5) days thereafter, Buyer will, subject to the limits contained in writingthis Section 17, the Company shall use its commercially reasonable best efforts to include cause all such Buyer Shares then held by such holders which are sought to be registered hereunder, to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by such holders of the Buyer Shares so registered; provided, however, that if Buyer is advised in writing in good faith by any managing underwriter of the Buyer’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Buyer (collectively, “Selling Security Holders”) is greater than the amount which can be offered without adversely affecting the offering, Buyer may reduce the amount offered for the accounts of all or any part Selling Security Holders (including the Stockholders and other holders of Buyer Shares hereunder) who have a contractual, incidental “piggy back” right to include such securities in a registration statement to a number deemed satisfactory by such managing underwriter; provided, however, that no reduction shall be made in the amount of Buyer Shares offered for the accounts of the Registrable Shares Stockholders and other holders hereunder unless such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation reduction is imposed pro rata with respect to all securities whose holders have or may hereafter acquire a contractual, incidental (“piggyback”) piggy back” right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from right. Notwithstanding the foregoing, Buyer’s obligation to register the Buyer Shares under this Section 17 shall terminate at such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of time when the holders thereof may sell all of Registrable such Buyer Shares, the Company shall then be obligated without limitation or restriction, as to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units timing and the shares of Common Stock underlying the Warrants included in the Units; providedamount, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under of the Securities Act.

Piggyback Registration Rights. If at any time (a) Until the Company shall determine later of the first occurrence of a Qualified Public Offering or the fifth anniversary of the date hereof or the date when the Recipient ceases to register be an "affiliate" for purposes of Rule 144 under the Securities Act any Act, the Recipient hereby agrees to be bound by all of its securities the terms, conditions and obligations of the Registration Rights Agreements among KSL and the Investors (the "Registration Rights Agreements") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall have all of the rights and privileges of the Registration Rights Agreements, in each case as if the Recipient were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (iKSL) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthereto; provided, however, that the Recipient shall not have any rights to request registration under Section 4 of the Registration Rights Agreements; and provided further, that the Recipient shall not be bound by any amendments to the Registration Rights Agreements unless Recipient consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreements, the Recipient's rights and obligations under the Registration Rights Agreements shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Recipient pursuant to this Agreement and held by the Recipient, the Recipient's Trust or the Recipient's Estate, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities as defined in the Registration Rights Agreements. (b) If KSL in connection with a Qualified Public Offering other than a deemed Qualified Public Offering plans to register any shares of Common Stock shall cease held by an Investor for public offering pursuant to be Registrable Shares upon any sale the Act, KSL will promptly notify the Recipient in writing (a "Notice") of such proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Recipient of such Notice, KSL receives from the Recipient, the Recipient's Trust or the Recipient's Estate a written request (a "Request") to register shares of Stock held by the Recipient, the Recipient's Estate or the Recipient's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Recipient and KSL), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Recipient, the Recipient's Trust or the Recipient's Estate, as the case may be, may be submitted for all Registrable Securities held by the Recipient, the Recipient's Estate and the Recipient's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Recipient (which for purposes of this subparagraph (c) shall include shares of Stock held by the Recipient's Estate or a registration statement filed Recipient's Trust), including all shares of Stock which the Recipient is then entitled to acquire under an unexercised Option to the Securities Act, extent then exercisable or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Recipient (pro rata based upon the aggregate number of shares of Stock the Recipient and all Other Recipients have requested to be registered) and all Other Recipients are permitted to register in the offering under the Securities ActRegistration Rights Agreements or (iii) the maximum number of shares of Stock which the Recipient can register in the offering without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Recipients). The number of shares of Stock which will be registered under this Section 10, however, shall not include shares of Stock for which the Recipient no longer has registration rights pursuant to the first sentence of Section 10(a). (d) Upon delivering a Request the Recipient will, if requested by KSL, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to KSL with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Recipient will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed transfer powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Recipient's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Recipient's behalf with respect to the matters specified therein. (e) The Recipient agrees that he will execute such other agreements as KSL may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. If at any time Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection one year after the occurrence of a (A) Public Offering relating to sales by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with any acquisition of any entity or business (ii) upon the exercise of stock options, KKR Fund or (iiiB) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to the Existing Stock, the sixth anniversary of the Initial Investment Date or, with respect to the New Stock, the sixth anniversary of the Investment Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement, as in effect on the date hereof (subject to any amendments thereto to which such holder the Management Stockholder has requested inclusion hereunder. “Registrable Shares” means agreed to be bound), and shall have all of the shares rights and privileges of Common Stock included the Registration Rights Agreement, in each case as if the Units Management Stockholder were an original party (other than the Company) thereto, subject to applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a proposed registered sale of Common Stock shall cease to be Registrable Shares upon by any sale entity or entities in the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of such proposed registration (a “Proposed Registration”). If within 15 calendar days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under unexercised Options to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, or numerator of which is the aggregate number of shares of Stock being sold by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund and the denominator of which is the aggregate number of shares of Stock owned by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund; (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 10; and (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActRegistration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the “Holders” (as defined in the Registration Rights Agreement), including, without limitation, the Management Stockholder and all Other Management Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section.

Piggyback Registration Rights. If ‌ (a) Subject to any contractual restrictions on the Investor relative to the sale or transfer of any securities of the Company, if at any time time, the Company agrees to or announces a Distribution for minimum gross proceeds of C$50 million, other than by way of a Bought Deal, the Company shall determine promptly give the Investor seven Business Days’ prior written notice of the proposed Distribution (the “Distribution Notice”), including proposed pricing (provided that in the event the proposed pricing of the Distribution is not determinable as of the date of the Distribution Notice, such information may be omitted from the Distribution Notice, but, shall, in any event, be communicated to register under the Securities Act Investor in writing no later than five Business Days prior to the proposed closing date of the Distribution). Upon the written request of the Investor given within five Business Days after receipt of the notice of the proposed Distribution from the Company, the Company shall use commercially reasonable efforts to, in conjunction with the proposed Distribution, cause to be qualified in such offering all or any whole number of Common Shares held by the Investor (“Qualifying Securities”) in accordance with the procedures set forth in Schedule “A” hereto (a “Piggyback Registration”), provided that if the lead underwriter or underwriters of such proposed Distribution, acting in good faith, advise the Company in writing that, in its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to good faith judgment, the inclusion of the Qualifying Securities held by the Investor in the proposed Distribution should be issued solely limited (i) due to market conditions, or (ii) because the number of Common Shares proposed to be distributed is likely to have a significant adverse effect on the successful marketing of the proposed Distribution (including the price acceptable to the Company), then the maximum number of Common Shares that the lead underwriter advises or lead underwriters advise should be distributed shall be allocated as follows: (x) first, to the number of Common Shares that the Company proposes to distribute; and (y) second, subject to the preceding sentence, to the number of Qualifying Securities, if any, that may be accommodated in such Distribution.‌ (b) If the proposed Distribution is not completed within 180 days of a notice of a Piggyback Registration, the related notice of a Piggyback Registration delivered by the Investor hereunder shall be deemed to be withdrawn and the Company shall again be required to comply with the procedures set out in this Section 4.1 with respect to any proposed Distribution. (c) If the Company is proposing to undertake a Bought Deal, the Company shall give such notice to the Investor, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch of such Bought Deal). The Investor shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company of the number of Qualifying Securities that the Investor requests to be included in such Bought Deal; unless otherwise agreed to by the Company, such amount not to exceed the proportion in the Bought Deal that the Common Shares held by the Investor represent of all Outstanding Common Shares. The Company shall use commercially reasonable efforts to include such Common Shares in any Bought Deal, and, if so included, the procedures set forth in Schedule “A” hereto shall apply to such Distribution; provided that if the lead underwriter or underwriters of such proposed Bought Deal, acting in good faith, advises the Company in writing that, in its or their good faith judgment, the inclusion of the Qualifying Securities held by the Investor in the proposed Bought Deal should be limited (i) due to market conditions, or (ii) because the number of Common Shares proposed to be distributed is likely to have a significant adverse effect on the successful marketing of the proposed Distribution (including the price acceptable to the Company), then the maximum number of Common Shares that the lead underwriter advises or lead underwriters advise should be distributed shall be allocated as follows: (x) first, to the number of Common Shares that the Company proposes to distribute; and (y) second, to the number of Qualifying Securities, if any, that may be accommodated in such Distribution. (d) The Company shall not be obligated to effect any Piggyback Registration under this section incidental to a Distribution in connection with any public offering conducted in connection with any acquisition of any assets or shares of another entity or any merger, amalgamation, arrangement or reorganization or other business combination. (iie) upon the exercise None of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesInvestor under this Article 4 (Piggyback Registration Rights) shall be assignable by the Investor to any Person, the Company shall then be obligated except a transfer to include in such registration statement only such limited portion (which may be none) an Affiliate of the Registrable Investor in connection with the transfer of all the Common Shares with respect held by the Investor to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actan arm’s length third party.

Piggyback Registration Rights. (a) If at any time the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, ifWCP, in connection with any Public Offering, plans to register any shares of Common Stock held by WCP Associates, L.P., APC Associates, L.P., GR Associates, L.P., KKR Partners II, L.P. or any other KKR Affiliate (as defined below) (the "Institutional Investors") for public offering involving pursuant to the Act, WCP will promptly notify the Optionholder in writing (a "Registration Notice") of such proposed registration (the "Proposed Registration"). If within ten business days of the receipt by the Optionholder of such Registration Notice (and, in any event, within 15 business days after such Registration Notice is sent by WCP), WCP receives from the Optionholder, the Optionholder's Estate or the Optionholder's Trust a written request (a "Registration Request") to register Option Shares held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust (which Registration Request will be irrevocable unless otherwise mutually agreed to in writing by the Optionholder and WCP), Option Shares will be so registered as provided in this Section 12; provided that for each such Proposed Registration only one Registration Request, which shall be executed by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Optionholder, the Optionholder's Estate and the Optionholder's Trust, respectively. All Option Shares acquired by the Optionholder pursuant to the exercise of Options granted pursuant to this Agreement and held by the Optionholder, the Optionholder's Estate or the Optionholder's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities. (b) The maximum number of Option Shares which will be registered pursuant to a Registration Request will be the lowest of (i) the number of Option Shares then held by the Optionholder (which for purposes of this subparagraph (b) shall include shares held by the Optionholder's Estate or a Optionholder's Trust), including all Option Shares which the Optionholder is then entitled to acquire under an underwriting unexercised Option to the extent then exercisable (the "Maximum Shares"), (ii) the Maximum Shares then held by the Optionholder multiplied by the ratio of (A) the number of shares of Common Stock to be issued registered by the Company, Institutional Investors in the managing underwriter shall prohibit Proposed Registration to (B) the inclusion total number of shares of Common Stock beneficially owned by selling holders in such registration statement or shall impose a limitation on all Institutional Investors and (iii) the maximum number of shares which the Optionholder can register in the public offering pursuant to any limits set by the managing underwriter for inclusion in such public offering and agreed to in good faith by WCP. (c) Except as may otherwise be provided in this Section 12, Option Shares will be registered by WCP and offered to the public pursuant to this Section 12 on the same terms and subject to the same conditions applicable to registration in the Proposed Registration of such Common Stock which may be included in any such registration statement becauseshares held by an Institutional Investor. Such terms and conditions shall include, in its judgmentwithout limitation: the public offering price; the payment of fees, such limitation is necessary to effect an orderly public distributioncommissions and expenses; the provision of, and such limitation is imposed pro rata representation and warranty as to, information requested by WCP; and the provision of requisite indemnifications. (d) Upon delivering a Registration Request, the Optionholder will, if requested by WCP, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to WCP with respect to all securities whose holders have a contractual, incidental (“piggyback”) right the Option Shares to include such securities in the registration statement and as to which inclusion has been requested be registered pursuant to this Section 12 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Optionholder, the Optionholder's Estate or the Optionholder's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such right Option Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and there is first excluded from such registration statement all shares irrevocably appoint said custodian and attorney-in-fact as the Optionholder, the Optionholder's Estate's or the Optionholder's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights Attorney on behalf of the holders of Registrable SharesOptionholder, the Company shall then be obligated to include in such registration statement only such limited portion (which Optionholder's Estate or the Optionholder's Trust, as the case may be none) of the Registrable Shares be, with respect to which the matters specified therein. The Optionholder agrees that he will execute such holder has requested inclusion hereunder. “Registrable Shares” means other agreements as WCP may reasonably request to further evidence the shares provisions of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Section 12.

Piggyback Registration Rights. If at (a) The Company will promptly notify the Purchaser in writing (a "Notice") of any time the Company shall determine to register under the Securities Act any of its securities proposed registration (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (ia "Proposed Registration") in connection with any acquisition a Qualified Public Offering. If within 15 days of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has receipt by the right to acquire Registrable Shares, written notice Purchaser of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingNotice, the Company shall use its commercially reasonable efforts receives from the Purchaser, the Purchaser's Estate or the Purchaser's Trust a written request (a "Request") to include register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 12; PROVIDED, HOWEVER, that for each such registration statement all or any part of the Registrable Shares such holder requests to only one Request, which shall be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued executed by the CompanyPurchaser, the managing underwriter shall prohibit Purchaser's Estate or the inclusion Purchaser's Trust, as the case may be, may be submitted for any Stock held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (b) The maximum number of shares of Common Stock by selling holders in such registration statement or shall impose which will be registered pursuant to a limitation on Request will be the lesser of (i) the number of shares of such Common Stock then held by the Purchaser (which may be included in any such registration statement becausefor purposes of this subparagraph (b) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement including all shares of Common Stock sought which the Purchaser is then entitled to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior acquire under an unexercised Option to the rights of the holders of Registrable Shares, the Company shall extent then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, exercisable or (ii) Rule 144 promulgated under the Securities Actmaximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers). (c) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to the Company and as described pursuant to Section 8(d) with respect to the shares of Stock to be registered pursuant to this Section 12. (d) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 12.

Piggyback Registration Rights. If at Effective after the occurrence of an initial Public Offering: (a) The Parties agree to be bound, with respect to Senior Management Stockholders or to any time other Management Stockholders who are provided such rights pursuant to this Section 9, by all of the terms, conditions and obligations of the Registration Rights Agreement (the “Registration Rights Agreement”) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 6, 7, 8 and 12 (but not Section 12(l)) of the Registration Rights Agreement entered into by and among the Company shall determine and Investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to register under the Securities Act any such Management Stockholder provided Piggyback Registration Rights, only to any amendments thereto to which such Management Stockholder has agreed in writing to be bound), and, if any of its securities the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the initial Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock by any of the Investors in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify each Senior Management Stockholder or other Management Stockholder to whom the Board, after consultation with the Chief Executive Officer and the Chief Financial Officer of the Company, has decided to extend the Piggyback Registration Rights, in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall include: the principal terms and conditions of the proposed registration, including (A) the number of the shares of Common Stock shall cease to be sold, (B) the fraction expressed as a percentage, determined by dividing the number of shares of Common Stock to be sold by the holders of Registrable Shares upon any sale Securities (other than Management Stockholders) by the total number of shares held by the holders of Registrable Securities (other than Management Stockholders) selling the shares of Common Stock, (C) the proposed per share purchase price (or an estimate thereof), and (D) the proposed date of sale. If within fifteen (15) days of the receipt by the Management Stockholder or Management Stockholder, as the case may be, of such Piggyback Notice, the Company receives from the applicable Management Stockholder Entities of the Senior Management Stockholder or Management Stockholder, as the case may be, a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Senior Management Stockholder or Management Stockholder, if any, and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities Act, (other than Management Stockholders) and the denominator of which is the aggregate number of shares of Stock owned by the holders of Registrable Securities (other than Management Stockholders) or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9) or (iii) the maximum number of shares which the Senior Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Senior Management Stockholder and Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then, unless the managing underwriter advises that marketing factors require a different allocation, the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling holders of Registrable Securities, the Senior Management Stockholder and all Other Management Stockholders who are entitled to piggyback or incidental registration rights in respect of Stock and any other Persons who are entitled to piggyback or incidental registration rights in respect of Stock (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner); provided that any Holder that is allocated less than 100% of the shares in such Holder’s request, shall be entitled to transfer that number of shares equal to the difference between such Holder’s requested number of shares (up to the maximum provided for under this Section 9) and the number actually transferred by such Holder in the Proposed Registration, following the expiration of any lock-up period. (e) Upon delivering a Request a Senior Management Stockholder or other Management Stockholder having Piggyback Registration Rights pursuant to clause (b) of this Section 9 will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Senior Management Stockholder or Management Stockholder, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Senior Management Stockholder’s or Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Senior Management Stockholder’s or Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 9, including reasonable and customary lock-up agreements; provided that Parent and its Affiliates enter into a similar agreement if requested by the managing underwriter. (g) Notwithstanding Section 12(l) of the Registration Rights Agreement, this Section 9 will terminate on the date on which such Management Stockholder ceases to own any Registrable Securities.

Piggyback Registration Rights. If at any time Effective upon the date of this Agreement and until the later of (i) the first occurrence of a Qualified Public Offering and (i) the seventh anniversary of the Effective Date: (a) The Director Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights contained in Section 5.4 of the Investor Stockholder Agreement entered into by and among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Director Stockholder has agreed in writing to be bound), and, if the Company is selling stock, shall determine have all of the rights and privileges of a “Holder” (as defined in the Investor Stockholders Agreement) with respect to register under Piggyback Registration Rights (including, without limitation, the Securities Act right to participate in the Qualified Public Offering and any of its securities rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Director Stockholder were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesInvestor Stockholder Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Director Stockholder have any rights to request registration under Section 5.3 of the Investor Stockholders Agreement; and provided further, that the Director Stockholder shall not be bound by any amendments to the Investor Stockholder Agreement unless the Director Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Director Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Investor Stockholder Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Company in accordance with the terms of the Investor Stockholder Agreement, the Company will promptly notify the Director Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within fifteen (15) days of the receipt by the Director Stockholder of such Notice, the Company receives from the applicable Director Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Director Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Director Stockholder and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only on Request, which shall be executed by the applicable Director Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Director Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Director Stockholder Entities, including all shares of Stock which the Director Stockholder Entities are then entitled to acquire under an unexercised portion of the Options to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Company and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Company and the denominator of which is the aggregate number of shares of Stock owned by the Company and any investment partnerships and investment limited liability companies investing with the Company or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9 or (iii) the maximum number of shares which the Director Stockholder (pro rata based upon the aggregate number of shares of Stock the Director Stockholder and all Other Director Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Director Stockholder and all Other Director Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of any exercisable portion of the Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Director Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and

Piggyback Registration Rights. If at any time (a) Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely --------------------------------- (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Vesting Reference Date, incidental registration rights subordinate the Purchaser hereby agrees to be bound by all of the terms, conditions and junior obligations of a Registration Rights Agreement (the "Registration Rights Agreement"), among the Company, BDS Two, ------------------------------- Inc. and Borden Holdings, Inc. (together, BDS Two, Inc. and Borden Holdings, Xxx. are referred to as the "Parent"), and, in txx xxxe of a Qualified Public Offering and subject to the rights limitations set forth in this Section 10, shall have all of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) rights and privileges of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Registration Rights Agreement, in each case as if the shares of Common Stock included in Purchaser were an original party (other than the Units and the shares of Common Stock underlying the Warrants included in the UnitsCompany) thereto; provided, however, that the Purchaser shall not have any rights to -------- ------- request registration under Section 3 of the Registration Rights Agreement; and provided, further, that the Purchaser shall not be bound by any amendments to ------- ------- the Registration Rights Agreement unless the Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Estate or a Purchaser's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities (as defined in the Registration Rights Agreement). (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a Qualified Public Offering. If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Estate or the Purchaser's Trust a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock equal to the sum of (x) the product of (A) the number of shares of Common Stock shall cease then held by the Purchaser multiplied by (B) the Percentage, plus (y) all shares of Common Stock which the purchaser is then entitled to be Registrable Shares upon any sale acquire under an unexercised Option to the extent then exercisable, (ii) the product of such (A) the number of shares pursuant to of Common Stock calculated under clause (i) above, multiplied by (B) the quotient of (x) the number of shares of Stock then proposed to be registered in such Proposed Registration by the Parent, if any, divided by (y) the number of shares of Stock then held by the Parent, including all shares of Stock which the Parent is then entitled to acquire upon conversion, exercise or exchange of a registration statement filed security that is convertible into, or exercisable or exchangeable for, Stock, (iii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers as more fully described in Section 10(d)) and (iv) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Securities ActRegistration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares offered in such Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares proposed to be sold by the Company and (ii) Rule 144 promulgated second, to the extent of the number of shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares which the Holders (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers, have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (f) If a Proposed Registration involves an underwritten offering and the Parent enters into lockup agreements pursuant to the terms of the underwriting agreement, then the Purchaser, if such Purchaser exercises registration rights pursuant to this Section 10, shall enter into a lockup agreement on substantially similar terms and conditions. (g) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. (a) If at any time during the period from the Initial Grant Date until the expiration of the fifteenth anniversary of the Initial Grant Date (the "Registration Period"), the Company shall determine to register files a registration statement under the Securities Act to register any of its securities (other than the Common Stock, including a registration statement filed on Form S-8 or Form S-4 or their then equivalents and other than S-1 in an initial public offering of the Common Stock, the Optionee may elect to have any shares of Common Stock issued to him pursuant to this Agreement (the "Registerable Securities") included in such registration statement, PROVIDED HOWEVER, that this election shall be issued solely (i) inapplicable with respect to any registration statement filed in connection with any acquisition of any entity merger or business (ii) upon the exercise of stock optionsacquisition, exchange offer, or (iii) pursuant to employee benefit plansplan. (b) If the Company plans to file a registration statement described in this Section 15.1 during the Registration Period (a "Piggyback Registration Statement"), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use give the Optionee prompt written notice of its commercially reasonable efforts intention to include in file such a registration statement all or any part statement. Within fifteen business days following the receipt of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by notice from the Company, the managing underwriter shall prohibit Optionee may deliver a written notice to the Company (the "Piggyback Registration Election") demanding that the Company include the Registerable Securities in such Piggyback Registration Statement. (c) If the Piggyback Registration Statement involves an underwritten offering and the underwriters reasonably believe that the Optionee's requested inclusion of shares of Common Stock by selling holders issued to him pursuant to this Agreement in such registration statement or shall impose a limitation on the Piggyback Registration Statement could materially adversely affect the success of the offering, then the number of shares of such Common Stock which may Registerable Securities shall be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior decreased to the rights of extent that the holders of Registrable Shares, underwriters deem necessary or advisable given the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actcurrent market conditions.

Piggyback Registration Rights. If at At any time following the Company shall determine Closing Date, whenever CTS proposes to register any CTS Stock for its own or others' account under the Securities 1933 Act any of its securities (for a public offering, other than on Form S-8 or Form S-4 or their then equivalents and other than (i) any shelf registration of shares to be issued solely (i) in connection with any acquisition used as consideration for acquisitions of any entity or business additional businesses by CTS, (ii) upon the exercise of stock options, or registrations relating to Plans and (iii) pursuant registrations relating to employee benefit plans)rights offerings made to the stockholders of CTS, it CTS shall send to each holder of Registrable Shares (as defined below), including each holder who has give the right to acquire Registrable Shares, STOCKHOLDER prompt written notice of such determination and, if its intent to do so. Upon the written request of the STOCKHOLDER given within thirty (30) 30 days after receipt of such notice, such holder CTS shall so request in writing, the Company shall use its commercially reasonable efforts cause to include be included in such registration statement all or any part of the Registrable Shares CTS Stock issued to the STOCKHOLDER pursuant to this Agreement which any such holder requests STOCKHOLDER requests, provided that CTS shall have the right to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on reduce the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of to the Registrable Shares with respect to which such holder has requested extent that inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares could, in the opinion of tax counsel to CTS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization. In addition, if CTS is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to (i) a any registration statement filed under this Section 16.1 that the Securities Actnumber of shares to be sold by persons other than CTS is greater than the number of such shares which can be offered without adversely affecting the offering, or CTS may reduce pro rata the number of shares offered for the accounts of such persons (iibased upon the number of shares proposed to be sold by each such person) Rule 144 promulgated under to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by CTS after the Securities ActIPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than CTS, the STOCKHOLDER and the stockholders of the Other Founding Companies (collectively, the STOCKHOLDER and the stockholders of the Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing pro rata the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. If at any time (a) Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Vesting Reference Date, incidental registration rights subordinate the Purchaser hereby agrees to be bound by all of the terms, conditions and junior obligations of a Registration Rights Agreement (the "Registration Rights Agreement"), between the Company and entities controlled by Kohlberg Kravis Xxxxxxx & Co., L.P. (the "Parent"), and, in the case of a Qualified Public Offering and subject to the rights limitations set forth in this Section 10, shall have all of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) rights and privileges of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Registration Rights Agreement, in each case as if the shares of Common Stock included in Purchaser were an original party (other than the Units and the shares of Common Stock underlying the Warrants included in the UnitsCompany) thereto; provided, however, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided, further, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless the Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Estate or a Purchaser's Trust, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities (as defined in the Registration Rights Agreement). (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a Qualified Public Offering. If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Estate or the Purchaser's Trust a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock equal to the sum of (x) the product of (A) the number of shares of Common Stock shall cease then held by the Purchaser multiplied by (B) the Percentage, plus (y) all shares of Common Stock which the purchaser is then entitled to be Registrable Shares upon any sale acquire under an unexercised Option to the extent then exercisable, (ii) the product of such (A) the number of shares pursuant to of Common Stock calculated under clause (i) above, multiplied by (B) the quotient of (x) the number of shares of Stock then proposed to be registered in such Proposed Registration by the Parent, if any, divided by (y) the number of shares of Stock then held by the Parent, including all shares of Stock which the Parent is then entitled to acquire upon conversion, exercise or exchange of a registration statement filed security that is convertible into, or exercisable or exchangeable for, Stock, (iii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers as more fully described in Section 10(d)) and (iv) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Securities ActRegistration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares offered in such Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares proposed to be sold by the Company and, if such registration was initiated pursuant to a "demand" registration right granted pursuant to the Stockholders' Agreement dated April 1, 1998 among the Company, the Parent and Corning Incorporated, the parties exercising such right and (ii) Rule 144 promulgated second, to the extent of the number of shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares which the Holders (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers, have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (f) If a Proposed Registration involves an underwritten offering and the Parent enters into lockup agreements pursuant to the terms of the underwriting agreement, then the Purchaser, if such Purchaser exercises registration rights pursuant to this Section 10, shall enter into a lockup agreement on substantially similar terms and conditions. (g) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 2 of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and junior among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the Qualified Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than the Company) to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock, whether acquired upon the exercise of an Option or not, purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Investors in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed qualification for sale of shares by prospectus or registration (a “Proposed Registration”). If within five (5) days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to qualify for sale by prospectus or register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so qualified for sale by prospectus or registered as provided in this Section 9; provided, however, that for each such prospectus or registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be qualified for sale by prospectus or registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investors and the denominator of which is the aggregate number of shares of Stock owned by the Investors and any investment partnerships and investment limited liability companies investing with the Investors or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can qualify for sale by prospectus or register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9) or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to qualify for sale or register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in the Proposed Registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) If the number of shares of Stock that the Management Stockholder is permitted to include in a Request pursuant to this Section 9 is limited by the fact that the Options are not exercisable at the time of such Proposed Registration, then at such time as the Options become exercisable (in whole or in part) and at any time thereafter, the Management Stockholder shall be entitled to register for public sale as part of any subsequent Proposed Registration such additional number of shares of Stock as the Management Stockholder could have registered at the time of the initial Proposed Registration. (g) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 9.

Piggyback Registration Rights. (a) If at any time the Company shall determine proposes to register any of its Common Stock under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (ian Excluded Registration) in connection with a firm underwritten public offering of such Common Stock at any acquisition of any entity or business time after the date hereof and prior to the second anniversary hereof (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansa "Post-Closing Offering"), it then the Stockholders shall send have the right, subject to each holder of Registrable Shares the limitations and conditions set forth in this Agreement (as defined belowincluding without limitation the underwriting requirements set forth in Section 6 hereof), including each holder who has to have the right to acquire following shares of Common Stock owned by them (such Stockholder's "Registrable Shares, written notice of such determination and, if within thirty (30") days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in registered under such registration statement all or any part (the "piggyback registration rights"): (b) In connection with the Company's first Post-Closing Offering, if any, after the date hereof and prior to the second anniversary hereof (the "First Post-Closing Offering"), each Outside Stockholder shall have piggyback registration rights with respect to thirty percent (30%) of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting lesser of Common Stock to be issued by (i) the Company, the managing underwriter shall prohibit the inclusion number of shares of Common Stock by selling holders in issued to such registration statement Outside Stockholder pursuant to the Merger as set forth on Schedule A hereto which are Registrable Shares, or shall impose a limitation on (ii) the number of shares of such Common Stock owned by such Outside Stockholder which may be included in any such are Registrable Shares on the date on which the Company files a registration statement becausein connection with such First Post-Closing Offering. No Stockholder other than the Outside Stockholders shall have piggyback registration rights in connection with a First Post-Closing Offering. (c) In connection with the Company's second Post-Closing Offering, in its judgmentif any, such limitation is necessary after the date hereof and prior to effect an orderly public distributionthe second anniversary hereof (the "Second Post-Closing Offering"), and such limitation is imposed pro rata (a) each Stockholder (other than a Principal Stockholder) shall have piggyback registration rights with respect to all securities whose holders have a contractual, incidental thirty-five percent (“piggyback”35%) right to include such securities in of the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all lesser of (i) the number of shares of Common Stock sought issued to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior Stockholder pursuant to the rights of the holders of Registrable SharesMerger as set forth on Schedule A hereto, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the less any shares of Common Stock included of such Stockholder registered in connection with the Units and First Post-Closing Offering, which are Registrable Shares or (ii) the number of shares of Common Stock underlying owned by such Stockholder which are Registrable Shares on the Warrants included date on which the Company files a registration statement in connection with such Second Post-Closing Offering; and (b) each Principal Stockholder shall have piggyback registration rights with respect to fifteen percent (15%) of the Units; providedlesser of (i) the number of shares of Common Stock issued to such Principal Stockholder pursuant to the Merger as set forth on Schedule A hereto, howeverwhich are Registrable Securities, that or (ii) the number of shares of Common Stock owned by such Principal Stockholder which are Registrable Securities on the date on which the Company files a registration statement in connection with such Second Post-Closing Offering. (d) A share of Common Stock shall cease to be a Registrable Shares upon any sale of such shares pursuant to Share when (i) a registration statement filed under covering such share has been declared effective by the Securities ActSEC and such share has been disposed of by a Stockholder pursuant to such effective registration statement, (ii) such share is held by the Company or one of its subsidiaries or otherwise ceases to be outstanding, or (iii) such share may be sold pursuant to paragraph (k) of Rule 144 of the SEC, if applicable. (e) If the Company intends to undertake a First Post-Closing Offering or a Second Post-Closing Offering, the Company shall give written notice of such intention to each Stockholder owning Registrable Shares with respect to such Post-Closing Offering by registered or certified mail at least thirty (30) days prior to the filing of the registration statement for such Post-Closing Offering. If any such Stockholder desires to have some or all of his or her Registrable Shares included in such proposed registration statement, such Stockholder shall make a written request to the Company not more than twenty (20) days after the Stockholder's receipt of the notice from the Company. Upon receipt of timely notice from any such Stockholder, the Company shall afford such Stockholder the opportunity to have the Registrable Shares of such Stockholder registered under such registration statement, subject to the limitations and conditions set forth in this Agreement. (f) Notwithstanding any provision in this Agreement, the Merger Agreement or any other agreement to the contrary: (i) the Company shall have no obligation whatsoever to attempt or undertake any Post-Closing Offering; (ii) Rule 144 promulgated under the Securities ActCompany shall have the right at any time after it has given notice to any Stockholder of its intention to undertake a Post-Closing Offering, irrespective of whether such Stockholder has made a written request for inclusion of any of his or her Registrable Shares, to elect not to file any proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof; and (iii) the Stockholders shall not have any piggyback registration rights with respect to any registration of the Company's securities other than in connection with a First Post-Closing Offering or a Second Post-Closing Offering.

Piggyback Registration Rights. If at Effective after the occurrence of the Initial Public Offering: (a) The Parties agree to be bound, with respect to the Stockholders who are provided such rights pursuant to this Section 8, by all of the terms, conditions and obligations of the Registration Rights Agreement (including, without limitation, with respect to obligations as to indemnification and/or contribution) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 6, 7,8 and 11 (provided, however, that Section 11(l) shall not apply to any time Stockholders) of the Registration Rights Agreement (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to any such Stockholder provided Piggyback Registration Rights, to any amendments thereto to which such Stockholder has agreed to be bound or which are effected in accordance with the terms thereof), and, if any of the Investors are directly or indirectly selling stock or having stock sold on their behalf, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, any rights to indemnification and/or contribution from the Company shall determine to register under and/or the Securities Act any of its securities Investors), in each case as if the Stockholder were an original party (other than on Form S-8 the Company) to the Registration Rights Agreement, subject to applicable and customary underwriter restrictions; provided, however, for the avoidance of doubt, that at no time shall the Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement. Following the Initial Public Offering, all Stock purchased or Form S-4 or their then equivalents and other than shares held by the applicable Stockholder Entities pursuant to this Agreement shall be deemed to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of “Registrable Shares (Securities” as defined below), including each holder who has in the right to acquire Registrable Shares, written notice Registration Rights Agreement. (b) In the event of such determination and, if within thirty (30) days after receipt a sale of such notice, such holder shall so request Common Stock by any of the Investors in writingaccordance with the terms of the Registration Rights Agreement, the Company will promptly notify each Stockholder, in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall use its commercially reasonable efforts to include in such registration statement all or any part include: the principal terms and conditions of the Registrable Shares such holder requests to be registered therein; provided thatproposed registration, if, in connection with any offering involving an underwriting including (A) the number of shares of Common Stock to be issued sold, (B) the fraction, expressed as a percentage, determined by dividing the Company, the managing underwriter shall prohibit the inclusion number of shares of Common Stock to be sold by selling the holders in such registration statement or shall impose a limitation on of Registrable Securities by the total number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein held by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesSecurities selling shares of Common Stock, (C) the proposed per share purchase price (or an estimate thereof), and (D) the proposed date of sale. If within fifteen (15) days of the receipt by the Stockholder of such Piggyback Notice, the Company shall then be obligated receives from the applicable Stockholder a written request (a “Request”) to include in such registration statement only such limited portion register shares of Stock held by the applicable Stockholder Entities (which may Request will be none) of irrevocable unless otherwise mutually agreed to in writing by the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Stockholder and the Company), shares of Common such Stock included will be so registered as provided in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthis Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Stockholder Entities, multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock shall cease to be being sold by holders of Registrable Shares upon any sale Securities and the denominator of such which is the aggregate number of shares pursuant to (i) a registration statement filed under of Common Stock owned by the holders of Registrable Securities Act, or (ii) Rule 144 promulgated the maximum number of shares of Common Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 8 or (iii) the maximum number of shares of Stock which the Stockholder (pro rata based upon the aggregate number of shares of such Stock the Stockholders have requested to be registered) is permitted to register under the Piggyback Registration Rights, in any event subject to reduction as provided in subsection (d) of Section 8. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then, unless the managing underwriter advises that marketing factors require a different allocation, the number of shares of Stock which the Stockholder will be entitled to include will be reduced in accordance with Section 3 or 4 of the Registration Rights Agreement, as applicable, which the Company will include in the Proposed Registration (i) first, 100% of the shares of Common Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock which the selling holders of Registrable Securities, the Stockholder and any other Persons who are entitled to piggyback or incidental registration rights in respect of Common Stock (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common Stock or other Registrable Securities Actthen held by each such Holder (including upon exercise of all exercisable options to purchase shares of Common Stock) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request a Stockholder having Piggyback Registration Rights pursuant to clause (b) of this Section 8 will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Stockholder’s behalf with respect to the matters specified therein. (f) The Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 9, including reasonable and customary lock-up agreements. (g) Notwithstanding Section 11(l) of the Registration Rights Agreement, this Section 8 will terminate on the earlier of (i) the occurrence of a Change in Control and (ii) with respect to each Stockholder, on the date on which such Stockholder ceases to own any Registrable Securities.

Piggyback Registration Rights. If at any time (a) Acquirer agrees that following the Company shall determine to register under Effective Time of the Securities Act any of its securities Merger (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) as those terms are defined in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansMerger Agreement), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall will use its commercially reasonable efforts to cause that certain Third Amended and Restated Information and Registration Rights Agreement, dated as of May 26, 1999, as amended by the Amendment to the Third Amended and Restated Information and Registration Rights Agreement, dated as of March 23, 2000 (the “Original Agreement”, and as amended pursuant hereto, the “Amended Registration Rights Agreement”), to provide that: (i) for purposes of all sections other than Section 7 (Demand or Form S-3 Registration) of the Original Agreement, the definition of “Holder” shall be amended to include the Stockholders; provided, however, that, the Stockholders’ right under Section 8 (Piggyback Registration) shall be subordinate to the piggyback registration rights of the Holders (under the Original Agreement, including without limitation the Series E Preferred Stock holders, SAFECO Corporation and Nortel Networks, Inc.) and in the event that an underwriter limits the number of shares to be included in a registration, following the exclusion of the shares held by officers or directors of Acquirer, the Stockholders’ Shares will be excluded from such registration statement (prior to the shares of any other Holder (as that term is defined in the Original Agreement), provided that if less than all or any part Shares of the Registrable Shares Stockholders are excluded from such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Companyregistration, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation exclusion will be pro rata among Stockholders, based on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders each Stockholder would have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has otherwise been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated entitled to include in such registration statement only such limited portion registration. (which may ii) the definition of “Registrable Securities” in the Original Agreement shall be noneamended to include the Shares for purposes of all sections other than Section 7 (Demand or Form S-3 Registration) of the Registrable Shares with respect Original Agreement (subject to the restrictions described in paragraph (a)(ii) above). (b) Each Stockholder hereby agrees that, if requested by an underwriter of a registered sale in which a Stockholder exercises such holder has requested inclusion hereunder. Stockholder’s “Registrable Sharespiggyback rights” means the shares described in paragraph (a) above, such Stockholder will not to offer, sell or otherwise dispose of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant Stockholder’s Shares without prior written consent of Acquirer or the underwriter for a period of up to ninety (i90) a days following the effective date of the registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actstatement.

Piggyback Registration Rights. If the Company at any time the Company shall determine proposes to register under for sale or sells any Common Shares (or securities convertible into or exchangeable for Common Shares), pursuant to a registration statement, including in each case pursuant to any shelf registration statement (including pursuant to clause (3) below) and including by effecting any underwritten public offering, for its own account or for the Securities Act account of any other person (including a Demand Party) (collectively, an “Offering”) (with customary exceptions to be negotiated and set out in the Registration Rights Agreement, including business combination transactions, dividend reinvestment plans, stock purchase plans, and employee benefit plans, which shall include, without limitation, any of its the Company’ incentive compensation plan, FirstEnergy Corp. Savings Plan and the FirstEnergy Corp. Master Pension Plan), each Demand Party shall be entitled to participate in such Offering; provided that the party who initiated such Offering (whether the Company, a Demand Party or another person entitled to registration rights) (the “Initiating Party”) shall have first priority to register and sell all of such securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares that such Initiating Party requested to be issued solely sold and provided further that if the Initiating Party is a Demanding Holder, then other Demand Parties shall be entitled to participate on a pro rata basis with such Demanding Holder based on their relative percentage interests in the Company. After giving effect to the priority in the preceding sentence, in the event that such Offering is: (A) for the account of (i) in connection the Company, then each Demand Party and any other person entitled to piggyback registration rights with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant respect to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests shall be entitled to be registered therein; provided that, if, participate on a pro rata basis based on their relative percentage interests in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualother person other than the Company or a Demand Party, incidental then (x) each Demand Party and any other person entitled to piggyback registration rights subordinate with respect to such registration statement shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Company and junior (y) if a Demand Party and/or such other person exercises piggyback registration rights with respect to the rights of the holders of Registrable Sharessuch registration statement, the Company shall be entitled to participate up to the sum of the number of such securities proposed to be included by (A) the Demand Parties and (B) the other person(s), so long as the managing underwriter determines that inclusion of additional securities by the Company above such sum of (A) and (B), will not adversely affect the price or success of such sale by the Initiating Party, the Demand Parties or any other participating person(s), provided that in all such cases set out in the foregoing clauses (i) and (ii), such participation would not, in the determination of the managing underwriter, adversely affect the price or success of such sale by the Initiating Party; or (B) for the account of a Demand Party, then be obligated (i) any person other than a Demand Party entitled to include in piggyback registration rights with respect to such registration statement only shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Company and (ii) if any such limited portion (which may be none) of the Registrable Shares other person exercises piggyback registration rights with respect to which such holder has requested registration statement, the Company shall be entitled to participate up to the sum of the number of such securities proposed to be included by such other person(s), so long as the managing underwriter determines that inclusion hereunder. “Registrable Shares” means of additional securities by the shares Company above such sum will not adversely affect the price or success of Common Stock included such sale by the Demand Parties or any other participating person(s), provided that in all such cases set out in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to foregoing clauses (i) a registration statement filed under the Securities Act, or and (ii) Rule 144 promulgated under ), such participation would not, in the Securities Actdetermination of the managing underwriter, adversely affect the price or success of such sale by the Initiating Party.

Piggyback Registration Rights. (a) If Comdial at any time the Company shall determine proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), in connection with the public offering of such securities, solely for cash, whether or not for sale for its own account, on a form which would permit registration of the shares (the "Shares") of common stock of Comdial held by the Executive and acquired in connection with the Merger for sale to the public under the 1933 Act, Comdial will each such time give written notice to Executive of its intention to do so, describing such securities and specifying the form and manner of the intended distribution thereof and the other relevant facts involved in such proposed registration, and upon the written request of Executive delivered to Comdial within seven (7) days after the giving of any such notice (which request shall specify the number of Restricted Shares intended to be disposed of by Executive and the intended method of disposition thereof), Comdial will use reasonable efforts as a part of its filing to effect the registration under the 1933 Act of all Shares which Comdial has been so requested to register, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as specified) of such shares so to be registered. (b) Notwithstanding the foregoing, if (i) the registration so proposed by Comdial involves an underwritten offering of the securities so being registered, and (ii) the managing underwriter of such underwritten offering shall advise Comdial in writing that, in its opinion, the distribution of all or a specified portion of such Shares concurrently with the securities being distributed by such underwriters would be reasonably likely to materially and adversely affect the distribution of such securities by such underwriters, then Comdial will promptly furnish Executive with a copy of such opinion and may require, by written notice to Executive accompanying such opinion, that the distribution of all or a specified portion of such Shares as indicated in such opinion be deferred until the completion of the distribution of such securities by such underwriters, but in no event for a period of more than one hundred eighty (180) days after the effective date of such registration. (c) Comdial shall not be obligated to effect any registration of Shares pursuant to Section 12(a) (i) incidental to the registration of any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity mergers, acquisitions, exchange offers, dividend reinvestment plans or business stock option or other employee benefit plans, (ii) upon incidental to the exercise registration of stock optionsany debt securities or other securities not constituting capital stock, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant Executive would be free immediately to sell under Rule 144 or other similar rule exempting such right Shares from registration. (d) Executive shall pay all expenses directly related to the registration and there is first excluded from such registration statement all shares the offer and sale of Common Stock sought to be included therein the Shares by (i) any holder thereof not having any such contractualher, incidental registration rightsincluding, without limitation, the expenses of her counsel, and (ii) any holder thereof having contractual, incidental registration rights subordinate underwriting discounts and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actsales commissions.

Piggyback Registration Rights. If at any time Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights fifth anniversary of the holders Effective Date: (a) The Purchaser, Purchaser’s Trust or Purchaser’s Estate hereby agrees to be bound by all of Registrable Sharesthe terms, conditions and obligations of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among the Company shall then be obligated and investors party thereto as amended from time to include time, in each case as if the Purchaser, Purchaser’s Trust or Purchaser’s Estate were a Holder (as such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included term is defined in the Units and the shares of Common Stock underlying the Warrants included in the UnitsRegistration Rights Agreement); provided, however, that shares of Common Stock at no time shall cease the Purchaser, Purchaser’s Trust or Purchaser’s Estate have any rights to request registration under the Registration Rights Agreement; and provided, further, that Purchaser, Purchaser’s Estate and Purchaser’s Trust’s rights shall be limited as set forth in this Section 12. All Shares purchased or held by Purchaser, Purchaser’s Trust or Purchaser’s Estate pursuant to this Agreement shall be deemed to be “Registrable Shares upon any Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Shares by the Sponsor in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Purchaser, Purchaser’s Trust or Purchaser’s Estate in writing (a “Notice”) of the proposed registration (a “Proposed Registration”). If within 15 days of the receipt by the Purchaser, Purchaser’s Trust or Purchaser’s Estate of such shares Notice, the Company receives from the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, a written request (a “Request”) to register Shares held by the applicable Purchaser, Purchaser’s Trust or Purchaser’s Estate (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser, Purchaser’s Trust or Purchaser’s Estate and the Company), Shares will be so registered as provided in this Section 12; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate. (c) The maximum number of Shares that will be registered pursuant to a Request will be the lowest of (i) the number of Shares then held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, including all Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of Shares being sold by the Sponsors and the denominator of which is the aggregate number of Shares owned by the Sponsors or (ii) Rule 144 promulgated the maximum number of Shares which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 12 or (iii) the maximum number of Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate (pro rata based upon the aggregate number of Shares the Purchaser, Purchaser’s Trust or Purchaser’s Estate and all other Purchasers have requested to be registered) is permitted to register under the Securities ActRegistration Rights Agreement, including, without limitation, any reductions required by the Registration Rights Agreement. (d) Upon delivering a Request, the Purchaser, Purchaser’s Trust or Purchaser’s Estate will, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, Purchaser’s Trust or Purchaser’s Estate will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s behalf with respect to the matters specified therein. (e) The Purchaser, Purchaser’s Trust or Purchaser’s Estate agrees that Purchaser, Purchaser’s Trust or Purchaser’s Estate, as applicable, will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section.

Piggyback Registration Rights. If at any time Upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 2 and junior Section 3 of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among Accellent Holdings and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed to be bound), and Accellent Holdings hereby agrees that the Management Stockholder shall have all of the rights and privileges of the Piggyback Registration Rights, in each case as if the Management Stockholder were an original party (other than Accellent Holdings) to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request a registration under Section 3 of the Registration Rights Agreement, but the Management Stockholder will have piggyback registration rights on all registrations pursuant to such Section 3; and provided further, that the Management Stockholder shall not be bound by any amendments to the Piggyback Registration Rights unless the Management Stockholder consents thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement, including any rights, options or warrants to purchase Common Stock that are or may be convertible into Common Stock shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Investor in accordance with the terms of the Registration Rights Agreement, Accellent Holdings will promptly notify the Management Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within 15 days of the receipt by the Management Stockholder of such Notice, Accellent Holdings receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and Accellent Holdings), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Investor and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investor and the denominator of which is the aggregate number of shares of Stock owned by the Investor and any investment partnerships and investment limited liability companies investing with the Investor or (ii) Rule 144 promulgated the maximum number of shares of Stock which Accellent Holdings can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 9 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises Accellent Holdings in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by Accellent Holdings, then Accellent Holdings will include in the Proposed Registration (i) first, 100% of the shares of Stock Accellent Holdings proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the Investor and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investor, the Management Stockholder, and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request, the Management Stockholder will, if requested by Accellent Holdings, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to Accellent Holdings with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he or she will execute such other agreements as Accellent Holdings may reasonably request to further evidence the provisions of this Section 9.

Piggyback Registration Rights. If The Company covenants and agrees with the Underwriter and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the Company shall determine period commencing one year and ending five years after the Effective Date, it proposes to register under the Securities Act file a Registration Statement or Offering Statement with respect to any class of its securities security (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition an offering to the Company's employees) under the Act in a primary registration on behalf of any entity the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or business Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice (ii) upon which in the case of a Registration Statement or notification pursuant to the exercise of stock optionsdemand registration rights other than those provided in Section 10(a) of this Agreement, or (iii) pursuant to employee benefit plans), it shall send to each holder be within 10 business days after the Company's receipt of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination andexercise, if within thirty (30in any event, shall be at least 45 days prior to such filing) days after receipt of such notice, such holder shall so request in writingto, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company shall use of its commercially reasonable efforts intention to file a Registration Statement or Offering Statement and will offer to include in such registration statement all or any part Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the Registrable Shares such holder requests available exemption, subject to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by sub-paragraphs (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualof this paragraph (b), incidental registration rights subordinate and junior to the rights of the holders such number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which such holder the Company has received written requests for inclusion therein within 10 days after the giving of notice by the Company. All registrations requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (ithis Section 10(b) are referred to herein as "Piggyback Registrations," All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Company's expense. This paragraph is not applicable to a registration statement Registration Statement filed under by the Securities Act, Company with the Commission on Forms S-4 or (ii) Rule 144 promulgated under the Securities ActS-8 or any successor forms.

Piggyback Registration Rights. If (a) Subject to Section 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the Company shall determine to register under the Securities Act account of any of its securities other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the filing of any entity or business (ii) upon the exercise of stock options, or (iii) a shelf registration statement pursuant to employee benefit plans)the Existing Registration Rights Agreements, it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of such determination Piggyback Underwritten Offering to each Holder, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if within thirty (30) days after receipt known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such noticeHolders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Shares in such bought or overnight Underwritten Offering). Each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Shares in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Shares intended to be disposed of by such Holder and include such other information as is requested pursuant to clause (i) of Section 2.05(c)) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such holder Holder shall so request have no further right to participate in writingsuch Piggyback Underwritten Offering. Subject to Section 2.04(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Shares that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement all rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any part Registrable Shares in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Shares such holder requests to be registered therein; provided that, if, for the same period as the delay in connection with any offering involving an underwriting including the shares of Common Stock to be issued by sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (b) Each Holder shall have the managing underwriter right to withdraw its request for inclusion of its Registrable Shares in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw; provided, that such withdrawal shall prohibit be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the inclusion Piggyback Registration as to which such withdrawal was made. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.04 at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. (d) If the Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company of its belief that the number of Registrable Shares requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed to be offered by selling holders the Company or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), would materially adversely affect such offering, then the Company shall include in such Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.04 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) First, if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration statement or shall impose a limitation rights, all shares of Common Stock that such Persons propose to include (the “Other Securities”); and (ii) Second, if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.04 Maximum Number of Shares, the shares of Common Stock requested to be included by the Piggybacking Holders; and holders of any other shares of Common Stock requested to be included by Persons having rights of registration on parity with the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other holders based on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been each requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) and, if the Piggyback Underwritten Offering is for the account of any holder thereof not having any such contractual, incidental other Persons who have or have been granted registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights extent that the number of Other Securities is less than the holders Section 2.04 Maximum Number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock requested to be included by the Piggybacking Holders, pro rata among the Piggybacking Holders. (e) The Company or the other Persons who have or have been granted registration rights initiating such Piggyback Underwritten Offering (if so entitled pursuant to such registration rights), as applicable, shall select the underwriters in any Piggyback Underwritten Offering and shall determine the Units and pricing of the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares offered pursuant to (i) a registration statement filed under any Piggyback Underwritten Offering, the Securities Act, or (ii) Rule 144 promulgated under applicable underwriting discounts and commissions and the Securities Acttiming of any such Piggyback Underwritten Offering.

Piggyback Registration Rights. If at any time During the term of this Warrant, the Company shall determine to register under may not file any registration statement with the Securities Act any of its securities and Exchange Commission (other than registration statements of the Company filed on Form S-8 or Form S-4 S-4, each as promulgated under the Securities Act, pursuant to which the Company is registering securities pursuant to a Company employee benefit plan or their then equivalents pursuant to a merger, acquisition or similar transaction including supplements thereto, but not additionally filed registration statements in respect of such securities) at any time when there is not an effective registration statement covering the resale of the Warrant Shares and other naming the Holder as a selling stockholder thereunder, unless the Company provides the Holder with not less than shares 20 days notice of its intention to be issued solely (i) file such registration statement and provides the Holder the option to include any or all of the applicable Warrant Shares therein. The piggyback registration rights granted to the Holder pursuant to this Section shall continue until all of the Holder's Warrant Shares have been sold in accordance with an effective registration statement or upon the Expiration Date. The Company will pay all registration expenses in connection with any acquisition therewith. After conclusion of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares Effectiveness Period (as defined belowin the Registration Rights Agreement, dated as of July 15, 1998, between the Company, the Holder and the other Purchasers of the Company's Series A 5% Convertible Debentures due July, 2004 ("Series A Debentures")), including each holder who has if a registration pursuant to this Section 4 involves an underwritten public offering of the right to acquire Registrable Sharessecurities so being registered, written notice and the managing underwriter of such determination andunderwritten offering shall advise the Company in writing (with a copy to the Holder) not less than 5 days prior to the date scheduled for such offering that, if within thirty in its opinion, the amount of securities (30including the Warrant Shares) days after receipt requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the distribution of such noticethe securities, such holder shall so request in writing, then the Company shall use its commercially reasonable efforts to include in such registration first, all the securities initially proposed to be sold pursuant to such registration statement all or any part and second, the amount of other securities (including the Warrant Shares) requested to be included in such registration that the Company is so advised can be sold in such offering, allocated, if necessary, pro rata among the holders (including the Holder) thereof requesting such registration on the basis of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion estimated number of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the except that if other holders of Registrable Shares, securities have the Company shall then be obligated right to include in such registration statement only such limited portion (which may be noneunderwritten offering securities of the Company other than shares of Common Stock, on the basis of the estimated gross proceeds) of the Registrable Shares with respect securities (including the Warrant Shares) requested to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock be included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actregistration.

Piggyback Registration Rights. (a) If at any time NAC intends to file with the Company shall determine to register SEC a registration statement (other than a registration statement filed on Form S-4 or Form S-8) under the Securities Act covering any shares of its securities (other than on Form S-8 or Form S-4 or their NAC Common Stock, then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within at least thirty (30) days after receipt in advance of such filing NAC shall give each Holder written notice thereof (a "REGISTRATION NOTICE") at such Holder's address as it appears on the records of NAC. In the event any Holder desires that any of its Registrable Shares be included in such registrations statement, such Holder shall given NAC written notice to such effect (each such notice, an "INCLUSION NOTICE"), specifying the number of such holder shall Holder's Registrable Securities it desires to have so request in writingincluded, so that such notice is received by NAC within twenty (20) days of the Company shall use its commercially reasonable efforts date of such Registration Notice. NAC shall, subject to clauses (e) and (f) of this Section 2.1 and the other terms and conditions set forth herein, include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which NAC has received timely Inclusion Notices (the registration statement contemplated by this Section 2.1 is hereinafter referred to as the "REGISTRATION STATEMENT"). (b) In the event any Registration Statement covering any Registrable Securities is declared effective, NAC shall use its best efforts to cause such holder has requested inclusion hereunder. “Registrable Shares” means Registration Statement to remain effective until the shares earlier of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the date as of which all of the Registrable Securities Act, covered thereby have been resold by the Holders holding the same or (ii) such time (if any) as the Holders are free to resell all of the Registrable Securities covered thereunder pursuant to Rule 144 promulgated 144(k). (c) Each Holder shall fully and promptly cooperate with NAC in connection with its performance of its obligations under this Section 2.1 and Section 2.2 below and, in connection therewith, shall promptly take all such actions (including, without limitation, the providing of written information to NAC regarding such Holder, the Registrable Securities Actheld by such Holder and such Holder's intended method of disposition or distribution of such Shares) as NAC may from time request. (d) Nothing contained herein shall prevent NAC from abandoning any Registration Statement before it is declared effective, it being agreed and understood by the Holders that the rights granted to them hereunder are solely with respect to piggyback registration rights with respect to such registrations as NAC choses to pursue and have been declared effective. (e) In the event any Registration Statement contemplated hereby relates to any underwritten public offering of any securities by NAC or any other Person, then the right of any Holder to participate in such offering or to have any of its Registrable Securities included in such Registration Statement shall be conditioned upon such Holder cooperating with the managing underwriter(s) for such offering, which cooperation may include, without limitation, the execution and delivery of such underwriting agreement and such lockup and standstill agreement as such managing underwriter(s) may request (f) Notwithstanding the foregoing, if the Registration Statement covers or relates to any offering that is being underwritten and the lead or managing underwriter of such offering advises NAC that, in the opinion of such lead or managing underwriter, because of the size of such offering that would be required in order to accommodate the requests of any Holders and other holders of shares of NAC Common Stock or of other securities issued by NAC who have requested the inclusion of their Registrable Securities, other shares of NAC Common Stock and/or other securities issued by NAC in such offering, the success of such offering would be materially and adversely affected by inclusion of all of such the Registrable Securities, other shares of NAC Common Stock and/or other securities issued by NAC requested to be included in such offering, then NAC shall be required to include in the Registration Statement and such offering only the number of Registrable Securities, other shares of NAC Common Stock and other securities issued by NAC recommended by such lead or managing underwriter, which Registrable Securities, other shares of NAC Common Stock and other securities issued by NAC shall be allocated to and among the Holder and such other holders pro rata in proportion to the number of Registrable Securities, other shares of NAC Common Stock and other securities issued by NAC that have been timely and properly requested to be included therein.

Piggyback Registration Rights. If (1) Each Buyer (together with any permitted transferee of such Buyer’s Note, a “Holder”) is hereby granted the right to “piggyback” the Unit Shares and Unit Warrant Shares issuable and/or issued upon exercise of the Unit Warrants (such shares being referred to herein as “Registrable Securities”) on the registration statement filed by the Company to register the equity securities (or other Company securities convertible, exercisable or exchangeable for Company equity securities) issued by the Company in connection with the Earlier 2016 Note Offering and a Qualified Offering (the “Registration Statement”), so long as the registration form to be used is suitable for the registration of the Registrable Securities (a “Piggyback Registration”) (it being understood that the Form S-8 and Form S-4, or any successor forms, may not be used for such purposes), all at the Company’s cost and expense (except commissions or discounts and fees of any time of the Holder’s own professionals, if any; it being understood that the Company shall determine not be obligated to register pay the fees and expenses of Holder’s counsel); provided, however, that this paragraph 1(e)(i)(1) shall not apply to any Registrable Securities if such Registrable Securities may then be sold under Rule 144 (assuming the Holder’s compliance with the provisions of the Rule) with the result that the sold securities are freely tradable without restriction and the Company delivers an opinion to that effect to the transfer agent; and provided, further, that if the offering with respect to which a Registration Statement is filed is an underwritten primary or secondary offering of the Company’s securities and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriter’s ability to effect an orderly distribution of such securities or otherwise adversely effecting such offering (including, without limitation, causing a diminution in the offering price of the Company’s securities) the Company will include in such Registration Statement: (A) first, the securities being sold for the account of the Company; (B) second, the number of securities with respect to which the Company has granted rights to participate in such registration (including the Registrable Securities) that, in the opinion of such underwriter, can be sold pro rata among the respective holders of such securities on the basis of the amount of such securities then owned by each such Holder. The Company shall give each Holder of Registrable Securities Act at least fifteen (15) days written notice of the intended filing date of any of its securities (Registration Statement, other than a registration statement filed on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock optionsForm S-8, or (iii) pursuant to employee benefit plans)any successor forms, it shall send to and each holder Holder of Registrable Shares Securities shall have seven (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (307) days after receipt of such noticenotice to notify the Company of its intent to include the Registrable Securities in the Registration Statement. (2) If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such holder shall so request in writingregistration, the Company shall use determine for any reason not to register or to delay registration of such securities, the Company may, at its commercially reasonable efforts election, give written notice of such determination to include in such registration statement all or any part Holders of the Registrable Shares such holder requests Securities and (A) in the case of a determination not to register, shall be registered therein; provided that, if, relieved of its obligation to register any Registrable Securities in connection with any offering involving an underwriting such abandoned registration and (B) in the case of Common Stock a determination to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in delay such registration statement or of its securities, shall impose a limitation on be permitted to delay the number of shares registration of such Common Stock which may be included Registrable Securities for the same period as the delay in any registering such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the other Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actsecurities.

Piggyback Registration Rights. If at any time the Company shall determine proposes to register file a Registration Statement under the Securities Act any with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its securities own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 6.02 hereof) on a form that would permit registration of Registrable Securities, other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely a Registration Statement (i) filed in connection with any acquisition of any entity employee stock option or business other benefit plan, (ii) upon for an exchange offer or offering of securities solely to the exercise of stock optionsStockholders, or (iii) pursuant to employee benefit plans)for an offering of debt that is convertible into equity securities of the Company, it (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination andproposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within thirty five (305) days after receipt of such noticewritten notice (in the case of an “overnight” or “bought” offering, such holder shall so request in writing, requests must be made by the Company shall use its commercially reasonable efforts to include in Stockholders within one (1) Business Day after the delivery of any such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued notice by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in ) (such registration statement or shall impose Registration a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; Piggyback Registration”); provided, however, that shares if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall cease not be required to offer such opportunity to the Stockholders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be Registrable Shares upon any sale offered for the accounts of such shares pursuant to (i) a registration statement filed under Stockholders shall be determined based on the Securities Act, or (ii) Rule 144 promulgated under the Securities Actprovisions of Section 6.03(b).

Piggyback Registration Rights. If at (1) Each Buyer (together with any time permitted transferee of such Buyer's Note, a "Holder") is hereby granted the right to "piggyback" the Unit Shares and Unit Warrant Shares issuable and/or issued upon exercise of the Unit Warrants (such shares being referred to herein as "Registrable Securities") on the registration statement filed by the Company shall determine to register under the Securities Act any of its equity securities (or other than on Form S-8 Company securities convertible, exercisable or Form S-4 or their then equivalents and other than shares to be exchangeable for Company equity securities) issued solely (i) by the Company in connection with any acquisition Additional Note Offering, if any, and a Qualified Offering (the "Registration Statement"), so long as the registration form to be used is suitable for the registration of the Registrable Securities (a "Piggyback Registration") (it being understood that the Form S-8 and Form S-4, or any successor forms, may not be used for such purposes), all at the Company's cost and expense (except commissions or discounts and fees of any entity of the Holder's own professionals, if any; it being understood that the Company shall not be obligated to pay the fees and expenses of Holder's counsel); provided, however, that this paragraph 1(e)(i)(1) shall not apply to any Registrable Securities if such Registrable Securities may then be sold under Rule 144 (assuming the Holder's compliance with the provisions of the Rule) with the result that the sold securities are freely tradable without restriction and the Company delivers an opinion to that effect to the transfer agent; and provided, further, that if the offering with respect to which a Registration Statement is filed is an underwritten primary or business secondary offering of the Company's securities and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriter's ability to effect an orderly distribution of such securities or otherwise adversely effecting such offering (iiincluding, without limitation, causing a diminution in the offering price of the Company's securities) upon the exercise Company will include in such Registration Statement: (A) first, the securities being sold for the account of stock optionsthe Company; (B) second, or the number of securities with respect to which the Company has granted rights to participate in such registration (iiiincluding the Registrable Securities) pursuant to employee benefit plans)that, it in the opinion of such underwriter, can be sold pro rata among the respective holders of such securities on the basis of the amount of such securities then owned by each such Holder. The Company shall send to give each holder Holder of Registrable Shares Securities at least fifteen (as defined below), including each holder who has the right to acquire Registrable Shares, 15) days written notice of such determination andthe intended filing date of any Registration Statement, if within thirty other than a registration statement filed on Form S-4 or Form S-8, or any successor forms, and each Holder of Registrable Securities shall have seven (307) days after receipt of such noticenotice to notify the Company of its intent to include the Registrable Securities in the Registration Statement. (2) If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such holder shall so request in writingregistration, the Company shall use determine for any reason not to register or to delay registration of such securities, the Company may, at its commercially reasonable efforts election, give written notice of such determination to include in such registration statement all or any part Holders of the Registrable Shares such holder requests Securities and (A) in the case of a determination not to register, shall be registered therein; provided that, if, relieved of its obligation to register any Registrable Securities in connection with any offering involving an underwriting such abandoned registration and (B) in the case of Common Stock a determination to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in delay such registration statement or of its securities, shall impose a limitation on be permitted to delay the number of shares registration of such Common Stock which may be included Registrable Securities for the same period as the delay in any registering such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the other Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actsecurities.

Piggyback Registration Rights. If at any time (a) Subject to Section 9(c) hereof, if the Company shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) files a registration statement in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares a contemplated Public Offering in which a Holder (as defined belowin the Registration Rights Agreement) would have the right under Section 4(a) of the Registration Rights Agreement to receive a Piggyback Notice (as defined in the Registration Rights Agreement), including each holder who has Additional Investor, Management Investor and Warrantholder hereby shall have all of the right to acquire Registrable Sharesrights and privileges of the Registration Rights Agreement, written notice of such determination andincluding, if within thirty (30) days after receipt of such notice, such holder shall so request in writingbut not limited to, the Company shall use its commercially reasonable efforts to include rights set forth in such registration statement all or any part Section 4 of the Registrable Shares such holder requests Registration Rights Agreement, and the Company and each Additional Investor, Management Investor and Warrantholder agrees to be registered therein; provided thatbound by all of the terms, ifconditions and obligations of the Registration Rights Agreement, in connection with any offering involving an underwriting each case as if such Additional Investor, Management Investor and Warrantholder were a "Holder" (as defined in the Registration Rights Agreement) and as if the Shares of Common Stock to be issued held by the Companyeach Additional Investor, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, Management Investor and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental Warrantholder under this Agreement were "Registrable Securities" (“piggyback”) right to include such securities as defined in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the UnitsRegistration Rights Agreement); provided, however, that this Section 9(a) shall not give the Additional Investor, Management Investor and Warrantholder any rights under Section 3 of the Registration Rights Agreement to request registration of any Shares. (b) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 9 shall be construed to create any additional rights regarding the registration of shares of Common Stock shall cease otherwise than as set forth herein. (c) Each Stockholder agrees, if requested by the managing underwriters in a Public Offering, not to be Registrable Shares upon sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of, securities of the Company the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such shares securities, in such registration statement, including a sale pursuant to (i) a registration statement filed Rule 144 under the Securities ActAct (except as part of such Public Offering), during the 7-day period prior to, and during the 90-day period (or such longer period of up to 180 days as may be required by such underwriter) beginning on, the effective date of any registration statement (iiexcept as part of such registration) Rule 144 promulgated under or the Securities Actcommencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriters.

Piggyback Registration Rights. If at any time Whenever Buyer proposes to file ------------------------------ a Registration Statement, prior to the Company shall determine to register under the Securities Act any declaration of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition effectiveness of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), such Registration Statement it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination the filing or the intended filing to all Sellers and, if upon the written request of a Seller given within thirty twenty (3020) days after receipt of Buyer provides such notice, such holder shall so request in writing, the Company Buyer shall use its commercially reasonable best efforts to include in cause all Buyer Stock received by such registration statement all or any part of the Registrable Shares Seller hereunder that such holder requests Seller shall have requested to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock register to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the UnitsRegistration Statement; provided, however, that Buyer shall have the right to postpone or -------- ------- withdraw any proposed registration pursuant to this Section 8 without obligation to any Seller. The terms and conditions of these "piggyback" registration rights shall in all respects be identical to and subject to those incidental registration rights set forth in Section 5.2 of the Investor Rights Agreement dated September 28, 1999 by and among Buyer and the investors set forth therein and to the other obligations, rights and benefits described in Section 5.5, Section 5.6 and Section 5.9 as if the terms "Seller" and "Buyer Stock" as used herein were substituted for the terms "Holder" and "Registrable Common" as used therein; provided, however, that in the event of any underwriter cutback -------- ------- pursuant to Section 5.2.3, those shares of Common Buyer Stock held by Sellers shall cease be cut back prior to be Registrable Shares upon any sale cut back of shares of Buyer Stock held by the parties to such shares pursuant Investor Rights Agreement; provided, further, that the rights granted hereunder shall not apply to (i) a registration statement filed the initial public offering of Buyer. The above rights are conditioned on Buyer obtaining any consents, if any, required under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActInvestor Rights Agreement and Buyer shall use reasonable efforts to obtain such consents in a timely manner.

Piggyback Registration Rights. If at any time (a) The Company will promptly notify Optionee in writing (a “Registration Notice”) in the event that the Company shall determine proposes to register under effect a registration of shares of Common Stock with the Securities and Exchange Commission (a “Proposed Registration”) in a proposed public offering registered pursuant to the Securities Act of 1933 in which any Carlyle Shareholder is selling any shares of its securities Common Stock (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely a “Public Offering”). If, within 15 days of the receipt by Optionee of the Registration Notice (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans“Registration Deadline”), it shall send the Company receives a written request from Optionee (a “Registration Request”) to each holder of register Registrable Shares (as defined below) held by Optionee (which request shall be irrevocable unless otherwise mutually agreed to in writing by Optionee and the Company), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares subject to the Registration Request shall, subject to subsection (b) of this Section 2, be included in the Proposed Registration and sold as part of such holder requests offering as provided in this Section 2. Any Registrable Shares included in such Public Offering in accordance with this Section 2 shall not be subject to Section 1 of the Stockholders Agreement and, upon consummation of the Public Offering shall no longer be registered therein; provided thatRestricted Shares subject to the Stockholders Agreement or this Letter Agreement. For purposes hereof, if, in connection with any offering involving an underwriting “Registrable Shares” shall mean Restricted Shares of Common Stock to be issued held by the CompanyOptionee or a transferee (including, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on issuable upon the number exercise of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”Vested Options) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by other than Restricted Shares that (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior were sold to the rights of the holders of Registrable Shares, the Company shall then be obligated Optionee or Optionee’s transferee pursuant to include in such an effective registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) were sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions under Rule 144 144, or a successor thereto, promulgated under the Securities Act) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (iii) after termination of Optionee’s employment with the Company, that can be sold within ninety (90) days in the manner described in clause (ii) above.

Piggyback Registration Rights. If at any time The Company shall include on the next registration statement the Company shall determine files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares of Common Stock issuable upon conversion of the Note and all shares issuable upon exercise of the Warrant and Purchase Rights, and the bonus equity shares granted (the “Registrable Securities”). Failure to register under do so will result in liquidated damages of 25% of the outstanding principal balance of the Note, but not less than $100,000, being immediately due and payable to the Purchaser at its election in the form of cash payment provided however if the reason for such non-registration of all or any portion of the Registrable Securities Act any is the result of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely either (i) in connection with any acquisition the case of any entity an underwritten offering, the managing underwriter as set forth below or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares SEC Guidance (as defined below)) under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to Buyer, including each holder who has no liquidated damages will be due and payable in to Buyer as set forth above. Subject to the right to acquire Registrable Shares, written notice terms of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingthis Agreement, the Company shall use its commercially reasonable efforts to include in keep such registration statement continuously effective under the 1933 Act until the first to occur of (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC (the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or any part pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). Notwithstanding the registration obligations set forth in this Section, if the SEC informs the Company that all of the Registrable Shares such holder requests Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly inform Buyer and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered thereinby the SEC, on Form 5-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided thatprovided, ifhowever, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in connection accordance with any offering involving an underwriting (i) any publicly-available written or oral guidance of Common Stock the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act (collectively, “SEC Guidance”), including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to be issued by the Companypayment of liquidated damages set forth above, if the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement SEC or shall impose any SEC Guidance sets forth a limitation on the number of shares of such Common Stock which may Registrable Securities permitted to be included in any such registered on a particular registration statement because, in its judgment, such limitation is necessary (and notwithstanding that the Company used diligent efforts to effect an orderly public distribution, and such limitation is imposed pro rata advocate with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the Commission for the registration statement and of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares its Registrable Securities, the number of Common Stock sought Registrable Securities to be included therein by registered on such Registration Statement will be reduced as follows: (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesFirst, the Company shall then reduce or eliminate any securities to be obligated included by any person other than Buyer; (ii) Second, subject to written approval by Buyer, the Company shall reduce the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Buyer at least five (5) Business Days prior written notice. In the event the Company amends the any registration statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form 5-1 or such other form available to register for resale those Registrable Securities that were not registered on any prior registration statement filed with the SEC. In addition, if any rights granted pursuant to this Section involves the inclusion of securities in connection with an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included on such registration statement exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such Registration to the extent of the number which the Company is so advised can be sold in such offering, first, the securities the Company proposes to sell for its own account on such registration statement only such limited portion (which may be none) and second, the Registrable Securities of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease Buyer requesting to be Registrable Shares upon any sale of included on such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actstatement.

Piggyback Registration Rights. If at any time Upon the execution of this Agreement: (a) The Parties agree to be bound by all of the terms, conditions and obligations and receive all rights of the Registration Rights Agreement (the “Registration Rights Agreement”) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 5, 6, 7, 8 and 11 and the corresponding definitions in Section 1 (but not Section 11(l)) of the Registration Rights Agreement entered into by and among the Company shall determine and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to register under the Securities Act any such Executive Stockholder provided Piggyback Registration Rights, only to any amendments thereto to which such Executive Stockholder has agreed in writing to be bound), and, if any of its securities the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the Initial Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Executive Stockholder were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose ) designated as a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior Shareholder” to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that at no time shall the Executive Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; provided; further, that in lieu of the Piggyback Registration Rights in connection with any Public Offering in which such rights would otherwise be available, the Board, in its sole discretion, may elect to waive the restrictions on transfer contained in Section 3(a) with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights in connection with such Public Offering (a “Transfer Restriction Waiver”). All Stock purchased or held by the applicable Executive Stockholder Entities pursuant to this Agreement shall cease be deemed to be “Registrable Shares upon Securities” as defined in the Registration Rights Agreement. Effective after the occurrence of an Initial Public Offering, if any of the Investors are selling stock in a circumstance in which the Executive Stockholder would not have Piggyback Registration Rights (other than in connection with a Transfer Restriction Waiver), the restrictions on transfer contained in Section 3(a) shall be waived with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights if such sale by the Investors had resulted in the Executive Stockholder having Piggyback Registration Rights. (b) In the event of a sale of such shares pursuant Common Stock by any of the Investors in accordance with the terms of Sections 3 or 4 of the Registration Rights Agreement, unless the Board shall have determined to effect a Transfer Restriction Waiver in which case the provisions of Section 8(h) shall apply, the Company will promptly notify each Executive Stockholder in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall include: the principal terms and conditions of the proposed registration, including (i) a registration statement filed under the Securities Actnumber of the shares of Common Stock to be sold, or (ii) Rule 144 promulgated the fraction expressed as a percentage, determined by dividing the number of shares of Common Stock to be sold by the holders of Registrable Securities by the total number of shares held by the holders of Registrable Securities selling the shares of Common Stock, (iii) the proposed per share purchase price (or an estimate thereof), and (iv) the proposed date of sale. If within fifteen (15) days, in the case of a sale pursuant to Section 3 of the Registration Rights Agreement, or within five (5) days, in the case of a sale pursuant to Section 4 of the Registration Rights Agreement, of the receipt by the Executive Stockholder of such Piggyback Notice, the Company receives from the applicable Executive Stockholder Entities of the Executive Stockholder or Other Executive Stockholder, as the case may be, a written request in a form acceptable and in conformity with Section 21 of this Agreement (a “Request”) to register shares of Stock held by the applicable Executive Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Executive Stockholder and the Company), shares of Stock will be so registered as provided in this Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Executive Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Executive Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lower of (i) the number of shares of Stock then held by the Executive Stockholder Entities, including all shares of Stock which the Executive Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities and the denominator of which is the aggregate number of shares of Stock owned by the holders of Registrable Securities and (ii) the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the success of the offering in the view of the managing underwriters (reduced pro rata as more fully described in Section 8(d)). (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its good-faith opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the success of such offering, then, unless the managing underwriter advises that marketing factors require a different allocation, the Company will include in the Proposed Registration: (i) with respect to a sale pursuant to Section 3 and Section 4(c) of the Registration Rights Agreement: first, 100% of the shares of Stock of the selling holders of Registrable Securities either requesting such Demand Registration (as defined in the Registration Rights Agreement) or delivering the Take-Down Notice (as defined in the Registration Rights Agreement), as the case may be; second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling holders of Registrable Securities, the Executive Stockholder and all Other Executive Stockholders and any other Persons who are entitled to piggyback or incidental registration rights in respect of Stock pursuant to this Agreement or pursuant to Other Executive Stockholders Agreements (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock requested to be included in such Proposed Registration by such Holders (including upon exercise of all exercisable Options); and (iii) third, all other shares of Stock requested to be included in such Proposed Registration, including any securities requested by the Company; or (ii) with respect to a sale pursuant to Section 4 (other than Section 4(c)) of the Registration Rights Agreement: first, 100% of the shares of Stock the Company proposes to sell; (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the Holders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock requested to be included in such Proposed Registration by such Holders (including upon exercise of all exercisable Options); and (iii) third, all other shares of Stock requested to be included in such Proposed Registration. (e) Upon delivering a Request a Executive Stockholder or Other Executive Stockholder having Piggyback Registration Rights pursuant to Section 8(b) will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Executive Stockholder or Other Executive Stockholder, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Executive Stockholder’s or Other Executive Stockholder’s agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Executive Stockholder’s or Other Executive Stockholder’s behalf with respect to the matters specified therein. (f) The Executive Stockholder agrees that he or she will execute such other reasonable customary agreements as the Company may reasonably request to further evidence the provisions of this Section 8, including reasonable and customary lock-up agreements, provided, that such lock-up agreement, including any lock-up agreement executed pursuant to Section 5 of the Registration Rights Agreement, will explicitly exempt and exclude any transaction between the Executive Stockholder and the Company pursuant to Section 4 or Section 5 of this Agreement. (g) Notwithstanding Section 11(l) of the Registration Rights Agreement, this Section 8 will terminate on the earlier of (i) the occurrence of a Change of Control and (ii) with respect to each Executive Stockholder, on date on which such Executive Stockholder ceases to own any Registrable Securities. (h) If the Board shall have elected to effect the Transfer Restriction Waiver in lieu of Piggyback Registration Rights in accordance with Section 8(a), the Company will notify each Executive Stockholder on or promptly following the completion of the Public Offering giving rise to the Transfer Restriction Waiver which notice shall include: (A) the number of shares of Common Stock sold by the Investors in such Public Offering and (B) the number of shares of Stock to which the waiver of transfer restrictions shall apply. For the avoidance of doubt, the provisions in Section 5 of the Registration Rights Agreement will apply to such shares of Stock notwithstanding the Transfer Restriction Waiver.

Piggyback Registration Rights. If at any time (a) Effective upon the date of this Agreement until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(g) above) or (ii) the fifth anniversary of the Base Date, the Management Stockholder hereby agrees to be bound by all 15 15 of the terms, conditions and obligations of the Registration Rights Agreement dated as of May __, 1998 (the "Registration Rights Agreement") among the Company and one or more of the Controlling Shareholders and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Management Stockholder were an original party (other than on Form S-8 the Company) thereto; provided, however, that the Management Stockholder shall not have any rights to request or Form S-4 demand registration under Section 3 of the Registration Rights Agreement; and provided, further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents in writing thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Management Stockholder's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All Stock purchased or their then equivalents and other than shares held by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust which is subject to this Agreement shall be deemed to be issued solely Registrable Securities as defined in the Registration Rights Agreement. (ib) The Company will promptly notify the Management Stockholder in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with any acquisition a Qualified Public Offering. If within 15 days of any entity the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder's Estate or business the Management Stockholder's Trust a written request (iia "Request") upon to register shares of Stock held by the exercise Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust (which Request will, subject to the terms of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder the Custody Agreement and Power of Registrable Shares Attorney (as defined below), including be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Management Stockholder, the Management Stockholder's Estate and the Management Stockholder's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this Section 10(c) shall include shares held by the Management Stockholder's Estate or a Management Stockholder's Trust), including all shares of Stock which the Management Stockholder is then entitled to acquire under an unexercised Option to the extent then exercisable, (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration, after giving effect to the provisions of any written agreement (other than the Registration Rights Agreement) to which the Company and any holder of shares of Common Stock are parties (other than the Management Stockholder or any part Other Management Stockholder) that provides for the registration of shares of Common Stock of such holder by the Company (any such other written agreement, an "Other Registration Rights Agreement"), without adverse effect on the offering in the view of the Registrable Shares managing underwriters (reduced pro rata with all Other 16 16 Management Stockholders) as more fully described in Section 10(d) and (iii) the maximum number of shares of Stock which the Management Stockholder (pro rata based upon the aggregate number of shares of Common Stock the Management Stockholder and all Other Management Stockholders have requested be registered) and all Other Management Stockholders are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock and Stock of the Management Stockholder requested to be included in the Proposed Registration, after giving effect to the provisions of any Other Registration Rights Agreement, exceeds the number which can be sold in such holder requests offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such Qualified Public Offering as contemplated by the Proposed Registration, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Common Stock the Company proposes to sell (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement); provided that the registration of shares of Common Stock was initiated by the Company with respect to shares intended to be registered therein; provided thatfor sale for its own account, if(ii) second, in connection with any offering involving an underwriting the number of shares of Common Stock that the Company is required (after giving effect to be issued by the Companypriority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the managing underwriter shall prohibit the inclusion proposed registration of shares of Common Stock by selling holders a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration statement or shall impose a limitation on pursuant to an Other Registration Rights Agreement and (iii) third, to the extent of the number of shares of such Common Stock which may requested to be included in any such registration statement becausewhich, in its judgmentthe opinion of such managing underwriter, such limitation is necessary can be sold without having the adverse effect referred to effect an orderly public distributionabove, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all number of shares of Common Stock sought which the Holders (as defined in the Registration Rights Agreement (which term shall include for purposes hereof the Management Stockholder, the Management Stockholder's Estate, the Management Stockholder's Trust and Other Management Stockholders)), have requested to be included therein by (i) any holder thereof not having any in the Proposed Registration, such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior amount to be allocated pro rata among all requesting Holders on the rights basis of the holders relative number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner. (f) The Management Stockholder agrees that he or she will execute such other agreements as the Units and Company may reasonably request to further evidence the shares provisions of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actthis Section 10.

Piggyback Registration Rights. If at At any time following the Company shall determine Closing Date, whenever CTS proposes to register any CTS Stock for its own or others' account under the Securities 1933 Act any of its securities (for a public offering, other than on Form S-8 or Form S-4 or their then equivalents and other than (i) any shelf registration of shares to be issued solely (i) in connection with any acquisition used as consideration for acquisitions of any entity or business additional businesses by CTS, (ii) upon the exercise of stock options, or registrations relating to Plans and (iii) pursuant registrations relating to employee benefit plans)rights offerings made to the stockholders of CTS, it CTS shall send to each holder of Registrable Shares (as defined below), including each holder who has give the right to acquire Registrable Shares, STOCKHOLDER prompt written notice of such determination and, if its intent to do so. Upon the written request of the STOCKHOLDER given within thirty (30) 30 days after receipt of such notice, such holder CTS shall so request in writing, the Company shall use its commercially reasonable efforts cause to include be included in such registration statement all or any part of the Registrable Shares such holder requests CTS Stock issued to be registered therein; the STOCKHOLDER pursuant to this Agreement, provided that, if, in connection with any offering involving an underwriting of Common Stock that CTS shall have the right to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on reduce the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of to the Registrable Shares with respect to which such holder has requested extent that inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares could, in the opinion of tax counsel to CTS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization. In addition, if CTS is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to (i) a any registration statement filed under this Section 16.1 that the Securities Actnumber of shares to be sold by persons other than CTS is greater than the number of such shares which can be offered without adversely affecting the offering, or CTS may reduce pro rata the number of shares offered for the accounts of such persons (iibased upon the number of shares proposed to be sold by each such person) Rule 144 promulgated under to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by CTS after the Securities ActIPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than CTS, the STOCKHOLDER and the stockholders of the Other Founding Companies (collectively, the STOCKHOLDER and the stockholders of the Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing pro rata the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. If at any time the Company shall determine Issuer proposes to register any Common Stock for its own account under the Securities Act for a public offering for cash at any time after the underwritten initial public offering of the Common Stock of the Issuer and before March 31, 1999, other than an Exempt Offering, the Issuer will give each Noteholder written notice of its securities intent to do so (other a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which the Issuer proposes to file such registration statement and shall contain a statement that the Noteholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Issuer) that will be available for sale by the holders of Registrable Common in the proposed offering. If the Issuer shall have delivered a Registration Notice, each Noteholder shall, upon conversion of his or her Note, be entitled to participate on the same terms and conditions as the Issuer in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Noteholder desiring to participate in such offering shall, no later than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely ten days following receipt of the Registration Notice, (i) in connection with any acquisition effective immediately prior to the closing of any entity the offering, convert his or business her Note into Registrable Common, if such Note has not previously been converted and (ii) upon notify the exercise Issuer of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder the aggregate number of shares of Registrable Shares (as defined below), including each holder who has Common that such Noteholder then desires to sell in the right offering. Each Noteholder desiring to acquire participate in such public offering may include shares of Registrable Shares, written notice Common in the registration statement relating to the offering to the extent that the inclusion of such determination and, if within thirty (30) days after receipt shares shall not reduce the number of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting shares of Common Stock to be issued offered and sold by the Company, Issuer to be included therein. If the lead managing underwriter shall prohibit selected by the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose Issuer for a public offering (or, if the offering is not underwritten, a financial advisor to the Issuer) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such Common Stock which may offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, provided that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Issuer in writing, then the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. The Issuer shall have the right at any time to reduce the number of shares requested by any Noteholder to be included in such registration to the extent that the Issuer reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of the transaction consummated pursuant to the Purchase Agreement; provided that any determination to exclude shares from any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares this provision shall be based on advice of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior tax counsel to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, Issuer or (ii) Rule 144 promulgated under the Securities Actits independent accountants.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 2 of the Registration Rights Agreement entered into by and junior among Holdco and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if any of the Investors is selling stock, whether or not before the IPO Date (as defined in the Registration Rights Agreement), shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in a public offering and any rights to indemnification and/or contribution from Holdco and/or the Investors), in each case as if the Management Stockholder were an original party (other than Holdco) to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by any sale of the Investors in accordance with the terms of the Registration Rights Agreement, Holdco will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”). If within fifteen (15) days of the receipt by the Management Stockholder of such Notice, Holdco receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and Holdco), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors and the denominator of which is the aggregate number of shares of Stock owned by the selling Investors and any investment partnerships and investment limited liability companies investing with the selling Investors or (ii) Rule 144 promulgated the maximum number of shares of Stock which Holdco can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9). (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises Holdco in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by t Holdco, then Holdco will include in the Proposed Registration (i) first, 100% of the shares of Stock Holdco proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by Holdco, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to Holdco with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he will execute such other agreements as Holdco may reasonably request to further evidence the provisions of this Section 9.

Piggyback Registration Rights. If 1.1 If, at any time after 180 days following the date of the closing of Parent's initial public offering of shares of its common stock ("Common ------ Stock") pursuant to a registration statement on Form S-1 under the Securities ----- Act of 1933, as amended (the "Securities Act")(if any), the Company shall determine proposes -------------- to register Common Stock under the Securities Act in connection with any offering of its securities Common Stock (other than a registration statement on Form S-8 or Form S-4 S-4, or their then equivalents and successors, or any other than shares form for a limited purpose or which otherwise does not include at least substantially the same information as would be required to be included in a registration statement covering the sale of registrable securities, or any registration statement covering only securities proposed to be issued solely (i) in connection with any acquisition exchange for securities or assets of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansanother entity), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingwhether or not for its own account, the Company shall use furnish prompt (but in no event later than fourteen (14) days prior to the filing of the applicable registration statement) written notice to Stockholder of its commercially reasonable efforts intention to include in effect such registration statement all or any part and the intended method of the Registrable Shares such holder requests to be registered therein; provided that, if, distribution in connection with any offering involving an underwriting therewith. Upon the written request of Common Stock Stockholder made to be issued the Company within fourteen (14) days after the furnishing such notice by the Company, the managing underwriter Company shall prohibit the inclusion of shares of Common Stock by selling holders include in such registration the requested number of Shares (the "Registrable Securities"), subject to the provisions hereof and ---------------------- other customary terms, conditions, limitations and cut-backs relating to the registration of securities generally and any restrictions on transfer of Shares pursuant to any agreement between Stockholder and the Company; provided, that all rights granted to Stockholder pursuant to this Section 1 -------- shall terminate with respect to any Registrable Securities held by Stockholder upon the earliest to occur of (i) the time when all of the Registrable Securities may immediately be sold pursuant to Rule 144 under the Securities Act within any ninety (90) day period, (ii) upon any sale of the Registrable Securities pursuant to a registration statement or Rule 144 under the Securities Act or (iii) the date two (2) years after the date hereof. 1.2 Nothing in this Section 1 shall impose a limitation create any liability on the number part of shares of such Common Stock which may the Company or any other person to Stockholder if the Company or any other person should, for any reason, decide not to file a registration statement proposed to be included in any filed or to withdraw such registration statement becausesubsequent to its filing, regardless of any action whatsoever that Stockholder may have taken, whether as a result of the issuance by the Company of any notice under this Section 1 or otherwise. 1.3 It shall be a condition precedent to the obligation of the Company to include any Registrable Securities in its judgmenta registration statement pursuant to this Section 1 that Stockholder shall furnish to the Company such information regarding himself, the Registrable Securities held by him, and the intended method of disposition of such limitation is necessary securities as shall be required to effect an orderly public distributionthe registration of the Registrable Securities held by Stockholder. Any such information, or any comments on any such information included in a draft of a registration statement provided to Stockholder for his comment, shall be provided to the Company within any reasonable time period requested by the Company. 1.4 The Company may suspend any applicable registration statement and such limitation is imposed pro rata with respect require that Stockholder immediately cease the sale of Shares pursuant to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement in any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction (the "Company Activity") that the Company in good ---------------- faith desires to keep confidential for business reasons, if the Company determines in good faith (and as so certifies to which inclusion has been requested pursuant to such right and there is first excluded from such Stockholder) that the public disclosure requirements imposed on the Company under the Securities Act in connection with the registration statement all shares would require disclosure of Common Stock sought the Company Activity, or during which there exists any other material non-public information relating to the Company which the Company determines in good faith should not be included therein by disclosed; provided that (i) any holder thereof not having the Company shall use commercially -------- reasonable efforts to minimize the length of any such contractual, incidental registration rightsperiod of suspension, and (ii) any holder thereof having contractualsuch suspension shall be applied in the same manner to any other registration statement or proposed offering of the Company's securities proposed or then in effect. 1.5 Stockholder shall notify the Company, incidental at any time when a prospectus is required to be delivered under applicable law, of the happening of any event as a result of which the prospectus included in the applicable registration rights subordinate and junior statement, as then in effect, with respect to information provided or confirmed by Stockholder, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Stockholder shall immediately upon the occurrence of any such event cease using such prospectus. If so requested by the Company, Stockholder promptly shall return to the rights Company any copies of any prospectus in its possession (other than permanent file copies) that contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the holders circumstances then existing. 1.6 The Company shall bear and pay all reasonable expenses incurred by it in connection with any registration, filing or qualification of the Registrable SharesSecurities pursuant to this Section 1, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, but excluding underwriting discounts and commissions relating to the Registrable Securities. The Company shall not be responsible for any costs, fees or expenses of any counsel separately retained to act on behalf of Stockholder in connection with any registration, filing or qualification hereunder. 1.7 In connection with any underwritten offering of securities, the Company shall then not be obligated required under this Section 1 to include in such registration statement only such limited portion (which may be none) register any of the Registrable Shares Securities in connection with respect such underwritten offering unless Stockholder accepts the underwriters selected by the Company and executes an underwriting agreement with such underwriters containing such provisions as are customary in an underwritten offering that includes shares held by a stockholder. Registrable Securities shall be sold in such offering only in such quantity as the lead managing underwriter determines, in its sole discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter determines that attempting to which sell all of the securities sought to be registered may jeopardize the success of the offering, the securities to be included shall be apportioned as follows: (i) first, the Company and any holders of securities of the Company exercising any demand registration rights granted to such holder has requested inclusion holders shall be entitled to register all securities that the Company or such other holders propose to sell for their own accounts, in such proportion as they shall agree upon; (ii) second, any holders of the Company securities exercising piggyback registration rights as and to the extent that such registration rights have priority over the registration rights granted to Stockholder hereunder. “; and (iii) lastly, Stockholder, together with any holders of other the Company securities exercising piggyback registration rights as and to the extent that such registration rights rank pari passu with the piggyback registration ---- ----- rights hereunder, shall be entitled to register, on a pro rata basis, up to --- ---- that number of Registrable Shares” means the Securities and other shares of Common Stock included in that is equal to the Units and the remaining shares of Common Stock underlying that the Warrants included in the Units; provided, however, that shares of Common Stock shall cease lead managing underwriter will permit to be Registrable Shares upon any sale of such shares pursuant registered after giving effect to the apportionment set forth in clauses (i) a registration statement filed under the Securities Act, or and (ii) Rule 144 promulgated above, in connection with such offering. 1.8 The Company shall use its best efforts to register or qualify the Registrable Securities under the Securities Actsecurities laws of such states as Stockholder shall reasonably request in writing; provided that the Company shall not be required in -------- connection with this Section 1.8 to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. 1.9 Stockholder shall not have any right to obtain or seek an injunction restraining or otherwise delaying any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe seventh anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 5.4 of the Investor Stockholder Agreement entered into by and junior among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if the Company is selling stock, shall have all of the rights and privileges of a “Holder” (as defined in the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be noneInvestor Stockholders Agreement) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Piggyback Registration Rights (including, without limitation, the shares of Common Stock included right to participate in the Units Qualified Public Offering and any rights to indemnification and/or contribution from the shares of Common Stock underlying Company and/or the Warrants included Investors), in each case as if the UnitsManagement Stockholder were an original party (other than the Company) to the Investor Stockholder Agreement, subject to applicable and customary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 5.3 of the Investor Stockholders Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Investor Stockholder Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Investor Stockholder Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Company in accordance with the terms of the Investor Stockholder Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within fifteen (15) days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised portion of the Options to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Company and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Company and the denominator of which is the aggregate number of shares of Stock owned by the Company and any investment partnerships and investment limited liability companies investing with the Company or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of any exercisable portion of the Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a “

Piggyback Registration Rights. If at any time (a) Effective upon the Company purchase of Common Stock pursuant to this Agreement, until the first occurrence of a Qualified Public Offering (as defined in Section 8(e) above), the Participant hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of September 30, 1996, among the Company, Strata Associates, L.P. and KKR Partners II, L.P. (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 11, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Participant were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthereto; provided, however, that the Participant shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Participant shall not be bound by any amendments to the Registration Rights Agreement unless Participant consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Participant's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 11. All shares purchased by the Participant pursuant to this Agreement and held by the Participant, the Participant's Trust or the Participant's Estate shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Participant in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a Qualified Public 7 Offering. If within 15 days of the receipt by the Participant of such Notice, the Company receives from the Participant, the Participant's Trust or the Participant's Estate a written request (a "Request") to register shares of Restricted Stock held by the Participant, the Participant's Estate or the Participant's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Participant and the Company), shares of Shares will be so registered as provided in this Section 11; provided, however, that for each such registration statement only one Request, which shall be executed by the Participant, the Participant's Trust or the Participant's Estate, as the case may be, may be submitted for all Registrable Securities held by the Participant, the Participant's Estate and the Participant's Trust. (c) The maximum number of shares of Restricted Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Restricted Stock then held by the Participant (which for purposes of this subparagraph (c) shall include shares held by the Participant's Estate or a Participant's Trust), (ii) the maximum number of shares of Restricted Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all other Participants) as more fully described in subsection (d) of this Section 11 or (iii) the maximum number of shares which the Participant (pro rata based upon the aggregate number of shares of Common Stock shall cease the Participant and all other Participants have requested be registered) and all other Participants are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Restricted Stock requested to be Registrable included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Shares upon any sale of offered in such shares pursuant to Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Restricted Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Restricted Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Participant and other Participants have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Restricted Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Participant will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Restricted Stock to be registered pursuant to this Section 11 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Participant will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Restricted Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed shares powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Participant's agent and 8 attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Participant's behalf with respect to the matters specified therein. (f) The Participant agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 11.

Piggyback Registration Rights. If at any time (a) Effective upon the Company shall determine to register under date of this Agreement, until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon five years from the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Effective Date hereof and (ii) any holder thereof having contractualthe first occurrence of a Qualified Public Offering (as defined in Section 7(j) above), incidental registration rights subordinate the Employee Stockholder hereby agrees to be bound by all of the terms, conditions and junior obligations of the Registration Rights Agreement dated as of July 9, 1998 among the Company, Bristol West Associates LLC, a Delaware limited liability company (“Associates”), KKR 1996 Fund L.P. and KKR Partners II, L.P. (the “Registration Rights Agreement”) and, in the case of a Qualified Public Offering and subject to the rights limitations set forth in this Section 10, shall have all of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) rights and privileges of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Registration Rights Agreement, in each case as if the shares of Common Stock included in Employee Stockholder were an original party (other than the Units and the shares of Common Stock underlying the Warrants included in the UnitsCompany) thereto; provided, however, that at no time shall the Employee Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Employee Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Employee Stockholder consents thereto provided that such consent will not be unreasonably withheld. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Employee Stockholder’s rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All Stock purchased or held by the applicable Employee Stockholder Entities pursuant to this Agreement shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Employee Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”) in connection with a Qualified Public Offering. If within 15 days of the receipt by the Employee Stockholder of such Notice, the Company receives from the applicable Employee Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Employee Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Employee Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Employee Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Employee Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Employee Stockholder Entities, including all shares of Stock which the Employee Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the number of shares of Stock being sold by Associates and investment partnerships and investment limited liability companies affiliated with the KKR Partnership and the denominator of which is the number of shares of Stock owned by Associates and investment partnerships and investment limited liability companies affiliated with the KKR Partnership or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Employee Stockholders and all Other Employee Stockholders) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Employee Stockholder (pro rata based upon the aggregate number of shares of Common Stock shall cease the Employee Stockholder, all Other Employee Stockholders, and all Other Employee Stockholders have requested to be Registrable Shares upon any sale registered) and all Other Employee Stockholders are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares pursuant to of Stock offered in such Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the “Holders” (as defined in the Registration Rights Agreement), including, without limitation, the Employee Stockholder, Other Employee Stockholders, and all Other Employee Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Employee Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Employee Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Employee Stockholder’s agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Employee Stockholder’s behalf with respect to the matters specified therein. (f) The Employee Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. (a) If Comdial at any time the Company shall determine proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), in connection with the public offering of such securities, solely for cash, whether or not for sale for its own account, on a form which would permit registration of the shares (the "Shares") of common stock of Comdial held by the Executive and acquired in connection with the Merger for sale to the public under the 1933 Act, Comdial will each such time give written notice to Executive of its intention to do so, describing such securities and specifying the form and manner of the intended distribution thereof and the other relevant facts involved in such proposed registration, and upon the written request of Executive delivered to Comdial within seven (7) days after the giving of any such notice (which request shall specify the number of Restricted Shares intended to be disposed of by Executive and the intended method of disposition thereof), Comdial will use reasonable efforts as a part of its filing to effect the registration under the 1933 Act of all Shares which Comdial has been so requested to register, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as specified) of such shares so to be registered. (b) Notwithstanding the foregoing, if (i) the registration so proposed by Comdial involves an underwritten offering of the securities so being registered, and (ii) the managing underwriter of such underwritten offering shall advise Comdial in writing that, in its opinion, the distribution of all or a specified portion of such Shares concurrently with the securities being distributed by such underwriters would be reasonably likely to materially and adversely affect the distribution of such securities by such underwriters, then Comdial will promptly furnish Executive with a copy of such opinion and may require, by written notice to Executive accompanying such opinion, that the distribution of all or a specified portion of such Shares as indicated in such opinion be deferred until the completion of the distribution of such securities by such underwriters, but in no event for a period of more than one hundred eighty (180) days after the effective date of such registration. (c) Comdial shall not be obligated to effect any registration of Shares pursuant to Section 12(a) (i) incidental to the registration of any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity mergers, acquisitions, exchange offers, dividend reinvestment plans or business stock option or other employee benefit plans, (ii) upon incidental to the exercise registration of stock optionsany debt securities or other securities not constituting capital stock, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant Executive would be free immediately to sell under Rule 144 or other similar rule exempting such right Shares from registration. (d) Executive shall pay all expenses directly related to the registration and there is first excluded from such registration statement all shares the offer and sale of Common Stock sought to be included therein the Shares by (i) any holder thereof not having any such contractualhim, incidental registration rightsincluding, without limitation, the expenses of his counsel, and (ii) any holder thereof having contractual, incidental registration rights subordinate underwriting discounts and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actsales commissions.

Piggyback Registration Rights. If at any time (a) Effective upon the date of this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(i) above) or (ii) the fifth anniversary of the Base Date, the Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of May 19, among the Company (as successor by Merger to Newco), KKR 1996 Fund L.P., NXS Associates, L.P. KKR Partners II, L.P. and NXS I, L.L.C. (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Management Stockholder were an original party (other than on Form S-8 the Company) thereto; PROVIDED, HOWEVER, that the Management Stockholder shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and PROVIDED FURTHER, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Management Stockholder's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All Stock purchased or Form S-4 held by the Management Stockholder, the Management Stockholder's Estate or their then equivalents and other than shares the Management Stockholder's Trust pursuant to this Agreement shall be deemed to be issued solely Registrable Securities as defined in the Registration Rights Agreement. (ib) The Company will promptly notify the Management Stockholder in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with any acquisition a Qualified Public Offering. If within 15 days of any entity the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder's Estate or business the Management Stockholder's Trust a written request (a "Request") to register shares of Stock held by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; PROVIDED, HOWEVER, that for each such registration statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Management Stockholder, the Management Stockholder's Estate and the Management Stockholder's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this subparagraph (c) shall include shares held by the Management Stockholder's Estate or a Management Stockholder's Trust), including all shares of Stock which the Management Stockholder is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) upon the exercise maximum number of stock options, shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 10 or (iii) pursuant to employee benefit plans), it shall send to each holder the maximum number of Registrable Shares shares which the Management Stockholder (as defined below), including each holder who has pro rata based upon the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion aggregate number of shares of Common Stock by selling holders the Management Stockholder and all Other Management Stockholders have requested be registered) and all Other Management Stockholders are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in such registration statement or shall impose a limitation on writing that, in its opinion, the number of shares of such Common Stock which may requested to be included in any the Proposed Registration exceeds the number which can be sold in such registration statement becauseoffering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in its judgmentsuch Qualified Public Offering as contemplated by the Company, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to then the Company will include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by Proposed Registration (i) any holder thereof not having any such contractualfirst, incidental registration rights, 100% of the shares of Stock the Company proposes to sell and (ii) any holder thereof having contractualsecond, incidental registration rights subordinate and junior to the rights extent of the holders number of Registrable Shares, the Company shall then shares of Stock requested to be obligated to include included in such registration statement only which, in the opinion of such limited portion managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (which may as defined in the Registration Rights Agreement), including, without limitation, the Management Stockholder and Other Management Stockholders have requested to be none) included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the Registrable Shares relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner) (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the Units custodian and the attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock underlying (duly endorsed in blank by the Warrants included registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Units; provided, however, that shares of Common Stock shall cease Management Stockholder's agent and attorney-in-fact with full power and authority to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed act under the Securities Act, Custody Agreement and Power of Attorney on the Management Stockholder's behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he or (ii) Rule 144 promulgated under she will execute such other agreements as the Securities ActCompany may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. If (a) Subject to Section 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the Company shall determine to register under the Securities Act account of any of its securities (other Persons who have or have been granted registration rights, other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely the Holders (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansa “Piggyback Underwritten Offering”), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of such determination Piggyback Underwritten Offering to each Holder (other than any Opt-Out Holder), which notice shall include the anticipated filing date of the Underwritten Offering Filing and, if within thirty (30) days after receipt known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such noticeHolders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to the Holder pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such holder Holder shall so request have no further right to participate in writingsuch Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement all rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any part Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Registrable Shares such holder requests Company to be registered therein; provided that, if, pay the Registration Expenses in connection with therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any offering involving an underwriting Registrable Securities for the same period as the delay in including the shares of Common Stock to be issued by sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (b) Each Piggybacking Holder shall have the managing underwriter right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. (c) If the Managing Underwriter of the Piggyback Underwritten Offering shall prohibit inform the inclusion Company of its belief that the number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed to be offered by selling holders the Company or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights with respect to such offering), would materially and adversely affect such offering, then the Company shall include in such registration statement or shall impose a limitation Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.4 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) if the Piggyback Underwritten Offering is initiated for the account of the Company: (1) first, the Company Securities, (2) second, to the extent that the number of Company Securities is less than the Section 2.4 Maximum Number of Shares, the Existing Holder Securities proposed to be included, pro rata among the Existing Holders based on the number of shares of such Common Stock which may each requested to be included in any such registration statement becauseincluded, (3) third, in its judgmentto the extent that the number of Company Securities and Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, such limitation is necessary the Holder Securities and the Other Holder Securities proposed to effect an orderly public distributionbe included, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in among the registration statement Holders and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all the Other Holders based on the number of shares of Common Stock sought each requested to be included, and (4) fourth, to the extent that the number of Company Securities plus the number of Existing Holder Securities, Holder Securities and Other Holder Securities proposed to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to is less than the rights Section 2.4 Maximum Number of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the Units instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering); (ii) if the Piggyback Underwritten Offering is initiated on or before the third (3rd) anniversary of the Closing Date for the account of any Other Holder(s) or other Persons who have or have been granted registration rights: (1) first, the Existing Holder Securities, pro rata among such and Existing Holders based on the number of shares of Common Stock each requested to be included; provided, however, that the Existing Holders shall participate in Section 2.4(c)(iii)(2) instead of this Section 2.4(c)(ii)(1) following (x) in the case of the Maple Holders, October 31, 2026, (ii) in the case of the Hxxxx Holders, November 5, 2026 and (iii) in the case of the Tall City Holder, November 6, 2023, (2) second, to the extent that the number of Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the Holder Securities and any Other Holder Securities for whose account the Piggyback Underwritten Offering was not initiated, pro rata among the Holders and the Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number securities of the Holders and the Other Holders covered in Section 2.4(c)(ii)(2) and the Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) fourth, to the extent that the number of Existing Holder Securities, Holder Securities and Other Holder Securities covered in Section 2.4(c)(ii)(2) and the shares of Common Stock underlying that such other Persons covered in Section 2.4(c)(iii)(2) is less than the Warrants included in Section 2.4 Maximum Number of Shares, any Company Securities; or (iii) if the Units; providedPiggyback Underwritten Offering is initiated on or before the third (3rd) anniversary of the Closing Date for the account of any other Persons who have or have been granted registration rights (excluding the Other Holders): (1) first, howeverthe Holder Securities and Other Holder Securities, that pro rata among such Holders or Other Holders based on the number of shares of Common Stock shall cease each requested to be Registrable Shares upon any sale included, (2) second, to the extent that the number of securities of such Holders or Other Holders covered in Section 2.4(c)(iii)(1) is less than the Section 2.4 Maximum Number of Shares, the shares pursuant of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (ior on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), (3) a third, to the extent that the number of Holder Securities, Other Holder Securities and the shares of Common Stock that such other Persons covered in Section 2.4(c)(iii)(2) is less than the Section 2.4 Maximum Number of Shares, any Company Securities; or (iv) if the Piggyback Underwritten Offering is initiated after the third (3rd) anniversary of the Closing Date for the account of any other Persons who have or have been granted registration statement filed under rights (including the Other Holders): (1) first, the shares of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), (2) second, to the extent that the number of shares of Common Stock proposed to be included by such other Persons is less than the Section 2.4 Maximum Number of Shares, the Holder Securities Actand the Other Holder Securities proposed to be included (to the extent not covered in Section 2.4(c)(iv)(1)), pro rata among the Holders and Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities and Other Holder Securities proposed to be included is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include (iito the extent not covered by Section 2.4(c)(iv)(1)), pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) Rule 144 promulgated under fourth, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities Actand Other Holder Securities and the shares of Common Stock covered in Section 2.4(c)(iv)(3) proposed to be included is less than the Section 2.4 Maximum Number of Shares, any Company Securities.

Piggyback Registration Rights. If at any time If, after the date hereof, the Company shall determine proposes to register file a registration statement under the Securities Act any providing for a public offering of its securities (the Company's equity securities, other than a mandatory shelf registration statement covering Common Stock registered for resale by Persons receiving shares of Common Stock in the Private Placement or by Friedman, Billings, Xxxxxx & Co., Inc. and/or Friedman, Billings, Xxxxxx Group, Inc., or a registration statement on Form S-8 or Form S-4 or their then equivalents any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and other than shares supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be issued solely incorporated by reference, if any, in such registration statement, the "Piggyback Registration Statement"), the Company will notify each Holder of the proposed filing if clause (i) in connection with any acquisition of any entity or business (ii) upon of the exercise following sentence applies or to the affected Holder(s) if clause (iii) of stock optionsthe following sentence applies. If (i) the Piggyback Registration Statement relates to an Underwritten Offering, (ii) the Mandatory Shelf Registration Statement is not then effective or (iii) pursuant Registrable Shares eligible for inclusion on the Mandatory Shelf Registration Statement when initially declared effective were not included in the Mandatory Shelf Registration Statement (unless such shares can and will be added to employee benefit plansthe Mandatory Registration Statement at such time), it shall send to then each holder Holder in the case of Registrable Shares clause (as defined belowi) and (ii) and Yorktown in the case of clause (iii), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts be given an opportunity to include in such registration statement Piggyback Registration Statement all or any part of the such Holder's Registrable Shares. Each such Holder desiring to include in any such Piggyback Registration Statement all or part of such Holder's Registrable Shares such holder requests to be registered therein; provided thatshall, if, in connection with any offering involving an underwriting within 10 days after delivery of Common Stock to be issued the above-described notice by the Company, so notify the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders Company in writing, and in such registration statement or notice shall impose a limitation on inform the Company of the number of shares of Registrable Shares such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated Holder wishes to include in such registration statement only Piggyback Registration Statement and provide, as a condition to such limited portion (which may be none) of the inclusion, such information regarding itself, its Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares intended method of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale disposition of such shares securities as is required pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 Regulation S-K promulgated under the Securities ActAct to effect the registration of the Registrable Shares. Any Holder's election to include any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time the Company may remove from the Mandatory Shelf Registration Statement such Registrable Shares.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualDecember 31, incidental 2011: (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights subordinate contained in the Shareholders’ Agreement (the “Shareholders’ Agreement”) entered into by and junior to the rights of the holders of Registrable Sharesamong Luxco, Valcon Acquisition B.V., the Company shall then and investors party thereto (the “Piggyback Registration Rights”), in the form provided to the Management Stockholder on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be obligated to include in such registration statement only such limited portion (which may be none) bound), and, following the consummation of an initial Public Offering, if any one of the Registrable Shares with respect Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to which such holder has requested inclusion hereunder. “Registrable Shares” means participate in one or more Public Offerings and any rights to indemnification and/or contribution from the shares of Common Stock included Company and/or the Investors), in each case as if the Units Management Stockholder were an original party (other than Luxco, Valcon Acquisition B.V. and the shares of Common Stock underlying Company) to the Warrants included in the UnitsShareholders’ Agreement, subject to applicable and customary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under the Shareholders’ Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Shareholders’ Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock, whether acquired upon the exercise of an Option or not, acquired or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Listed Shares” as defined in the Shareholders’ Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Investors in accordance with the terms of the Shareholders’ Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within five (5) Business Days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 7; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Listed Shares held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investors and the denominator of which is the aggregate number of shares of Stock owned by the Investors and any investment partnerships and investment limited liability companies investing with the Investors or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsections (d) and (e) of this Section 7) or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) Subject to subsection (e) of this Section 7, if a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in the Proposed Registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration by the Management Stockholder and all Other Management Stockholders would be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration, in addition to shares to be sold by the Company and the selling Investors, the number of shares of Stock requested to be sold by the Management Stockholder and all Other Management Stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all requesting parties on the basis of the relative number of shares of Stock then held by each such party (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such party that exceed such party’s request will be reallocated among the remaining requesting parties in like manner). (f) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 7 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (g) If the number of shares of Stock that the Management Stockholder is permitted to include in a Request pursuant to this Section 7 is limited by the fact that the Options are not exercisable at the time of such Proposed Registration, then at such time as the Options become exercisable (in whole or in part) and at any time thereafter, the Management Stockholder shall be entitled to register for public sale as part of any subsequent Proposed Registration such additional number of shares of Stock as the Management Stockholder could have registered at the time of the initial Proposed Registration. (h) The Management Stockholder agrees that it will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 7.

Piggyback Registration Rights. If at any time (a) Effective upon the Company shall determine purchase of Common Stock pursuant to register under this Agreement, until the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely Unrestricted Date, the Purchaser (i) in connection with any acquisition hereby agrees to be bound by all of any entity the terms, conditions and obligations of the Registration Rights Agreement dated as of June 27, 1997 (the "Registration Rights Agreement"), among the Company and one or business more Affiliates of KKR (such Affiliates referred to collectively as the "KKR Entities"; and individually, a "KKR Entity") and (ii) upon subject to the exercise limitations set forth in this Section 10, shall have the right under the Registration Rights Agreement to participate in offerings that would result in a Public Offering ratably with the KKR Entities (except that the Purchaser will not have demand registration rights, but shall have the right to participate ratably with the KKR Entities parties thereto in any demand registration by the KKR Entities); PROVIDED, HOWEVER, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of stock optionsStock shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; PROVIDED, HOWEVER, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10 or (iii) pursuant to employee benefit plans), it shall send to each holder the maximum number of Registrable Shares shares which the Purchaser (as defined below), including each holder who has pro rata based upon the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. With respect to any Request, each Purchaser, Purchaser's Estate or Purchaser's Trust shall be bound by selling holders the provisions of Section 3.06 of the Registration Rights Agreement and shall be deemed a "Holder" for such purpose. (d) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in such registration statement or shall impose a limitation on form and substance satisfactory to the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata Company with respect to all securities whose holders have a contractual, incidental (“piggyback”) right the shares of Stock to include such securities in the registration statement and as to which inclusion has been requested be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such right and there is first excluded from such registration statement all shares of Common Stock sought (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate's or Purchaser's Trust's agent and attorney-in-fact with full power and authority to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, act under the Custody Agreement and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights Power of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Attorney on its behalf with respect to which the matters specified therein. (e) The Purchaser agrees that he will execute such holder has requested inclusion hereunder. “Registrable Shares” means other agreements as the shares Company may reasonably request to further evidence the provisions of Common Stock included this Section 10. (f) Notwithstanding anything to the contrary in the Units and foregoing, the shares Purchaser shall have no registration rights under this Section 10 unless he is an Affiliate of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActCompany.

Piggyback Registration Rights. If at any time Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition one year after the occurrence of any entity or business a (iiA) upon Public Offering relating to sales by the exercise of stock options, KKR Fund and its affiliates or (iiiB) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) the sixth anniversary of the Investment Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement entered into by and among the Company and the KKR Fund (the "Registration Rights Agreement"), as in effect on the date hereof (subject to any holder thereof having contractualamendments thereto to which the Management Stockholder has agreed to be bound), incidental registration rights subordinate and junior to shall have all of the rights and privileges of the holders of Registrable SharesRegistration Rights Agreement, in each case as if the Company shall then be obligated Management Stockholder were an original party (other than the Company) thereto, subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be "Registrable Securities" as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the KKR Fund in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Management Stockholder in writing (a "Notice") of any sale proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a "Request") to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund and the denominator of which is the aggregate number of shares of Stock owned by the KKR Fund and any investment partnerships and investment limited liability companies affiliated with the KKR Fund or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActRegistration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Management Stockholder, and all Other Management Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "

Piggyback Registration Rights. (a) If at any time the Company shall determine Corporation proposes to register under the Securities Act effect an underwritten registration of any of its securities under the Securities Act, for its own account, or for the account of one or more stockholders of the Corporation (other than on Form S-8 each, a “Proposed Registration”), the Corporation shall give prompt written notice to the Holders of the Corporation’s intention to do so. If the Holder’s Registrable Securities have not been included in the Proposed Registration, and within 30 days of the receipt of any such notice the Holders delivers to the Corporation a written notice requesting to have any or Form S-4 or their then equivalents and other than all of the Holder’s Registrable Securities included in such Proposed Registration (such notice to include the number of Registrable Securities that the Holders wish to be included in the Proposed Registration), the Corporation shall use its reasonable best efforts to cause such shares to be issued solely (i) registered as requested in connection with such notice. Notwithstanding any acquisition other provision of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansthis Section 3(a), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit determines that marketing factors require a limitation of the inclusion number of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on to be underwritten, the Corporation may limit the number of shares of such Common Stock which may Registrable Securities to be included in the Proposed Registration without requiring any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all number of shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights registered on behalf of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the UnitsCorporation; provided, however, that shares of Common Stock nothing herein shall cease prevent the Corporation from canceling or withdrawing any Proposed Registration prior to the filing or effectiveness thereof. Registrable Securities held by the Holders proposed to be Registrable Shares upon any sale of included on a Proposed Registration shall have priority over all securities proposed to be included on such shares pursuant to Registration Statement other than (i) a registration statement filed under securities to be sold by the Securities ActCorporation unless the following clause (ii) applies, or (ii) Rule 144 promulgated under if the Proposed Registration is pursuant to contractual demand rights of another person, securities proposed to be included by such person, which shall have priority over the Registrable Securities Acton such registration statement. (b) None of the Holder’s Registrable Securities shall be registered unless the Holders accept the terms of the underwriting as approved by the Corporation for the offering; provided that a Holder may independently negotiate with the underwriters for the offering any representations and warranties that a Holder shall give to such underwriters in connection with the offering. In the event that a Holder is unable to agree with such underwriters on such representations and warranties or does not accept the terms of such underwriting, then the Corporation may proceed with the Proposed Registration without the participation of such Holder or the inclusion of any of the Holder’s Registrable Securities.

Piggyback Registration Rights. (a) If at any time the Company plans to make one or more Public Offerings for its own behalf, on behalf of Shareholders other than a Principal Shareholder, on behalf of all of them, or if it has received a Demand Registration Notice pursuant to section 3.2, it shall determine give each Principal Shareholder which, in each case along with its Affiliates, holds at least 5% of the issued and outstanding Shares (on a non-diluted basis) (other than to register the Requesting Shareholder in the case of a Public Offering pursuant to a Demand Registration) written notice of the planned Public Offering at least ten (10) Business Days in advance of filing the preliminary Prospectus or Prospectus supplement for such Public Offering (the “Piggyback Notice”). Upon receipt of the Piggyback Notice, each Principal Shareholder thus notified shall have five (5) Business Days to indicate whether it wishes to include a specific number of Eligible Securities in the Public Offering (the “Piggyback Registration Right”), such number not to exceed its proportionate share of the Public Offering, i.e. a fraction the numerator of which corresponds to the product obtained by multiplying (a) the total number of Eligible Securities then held by each Principal Shareholder and its Affiliates by (b) the total number of Subordinate Voting Shares to be included in the Public Offering on behalf of the Company and on behalf of one or more Shareholders, and the denominator of which corresponds to the total number of Subordinate Voting Shares issued and outstanding immediately before completion of the Public Offering (the “Portion Subject to Piggyback Registration”). The Company shall make every commercially reasonable effort to ensure that a receipt or notice of effectiveness is issued, or a Prospectus supplement is filed, in each case as required, for any Prospectus relating to the Eligible Securities for which the Selling Shareholder exercised its Piggyback Registration Rights and that they are included in the Public Offering (a “Piggyback Registration”), and the procedures set forth in Schedule "A" shall apply. (b) The Company shall not be required under this Article 3 to effect a registration of Eligible Securities ancillary to the Securities Act any registration of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity Public Offering relating or business pursuant to: (i) dividend reinvestment plans; (ii) upon the exercise acquisition of stock options, other businesses or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting a merger, business combination, exchange offer, takeover bid, arrangement, asset purchase or other type of Common Stock to be issued acquisition of assets or shares held by a third party or a reorganization in each case which is approved by the CompanyBoard, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.or

Piggyback Registration Rights. If at any time (a) Effective upon the Company shall determine purchase of Common Stock pursuant to register under this Agreement, until the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely Unrestricted Date, the Purchaser (i) in connection with any acquisition hereby agrees to be bound by all of any entity or business the terms, conditions and obligations of the Registration Rights Agreement dated as of June 27, 1997 (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans"Registration Rights Agreement"), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, among the Company shall use its commercially reasonable efforts and one or more Affiliates of KKR (such Affiliates referred to include in such registration statement all or any part of collectively as the Registrable Shares such holder requests to be registered therein"KKR Entities"; provided thatand individually, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”"KKR Entity") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior subject to the rights of limitations set forth in this Section 10, shall have the holders of Registrable Sharesright under the Registration Rights Agreement to participate in offerings that would result in a Public Offering ratably with the KKR Entities (except that the Purchaser will not have demand registration rights, but shall have the Company shall then be obligated right to include participate ratably with the KKR Entities parties thereto in such any demand registration statement only such limited portion (which may be none) of by the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the UnitsKKR Entities); provided, however, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. With respect to any Request, each Purchaser, Purchaser's Estate or Purchaser's Trust shall cease be bound by the provisions of Section 3.06 of the Registration Rights Agreement and shall be deemed a "Holder" for such purpose. (d) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be Registrable Shares upon any sale registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares pursuant of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate's or Purchaser's Trust's agent and attorney-in-fact with full power and authority to (i) a registration statement filed act under the Securities ActCustody Agreement and Power of Attorney on its behalf with respect to the matters specified therein. (e) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 10. (f) Notwithstanding anything to the contrary in the foregoing, or (ii) Rule 144 promulgated the Purchaser shall have no registration rights under this Section 10 unless he is an Affiliate of the Securities ActCompany.

Piggyback Registration Rights. If at any time Effective upon the Company shall determine to register under date of this Agreement and until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe seventh anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 5.4 of the Investor Stockholder Agreement entered into by and junior among the Company and investors party thereto (the "Piggyback Registration Rights"), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if the Company is selling stock, shall have all of the rights and privileges of a "Holder" (as defined in the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be noneInvestor Stockholders Agreement) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Piggyback Registration Rights (including, without limitation, the shares of Common Stock included right to participate in the Units Qualified Public Offering and any rights to indemnification and/or contribution from the shares of Common Stock underlying Company and/or the Warrants included Investors), in each case as if the UnitsManagement Stockholder were an original party (other than the Company) to the Investor Stockholder Agreement, subject to applicable and customary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under Section 5.3 of the Investor Stockholders Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Investor Stockholder Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be "Registrable Securities" as defined in the Investor Stockholder Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Company in accordance with the terms of the Investor Stockholder Agreement, the Company will promptly notify the Management Stockholder in writing (a "Notice") of any sale proposed registration (a "Proposed Registration"). If within fifteen (15) days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a "Request") to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised portion of the Options to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Company and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Company and the denominator of which is the aggregate number of shares of Stock owned by the Company and any investment partnerships and investment limited liability companies investing with the Company or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the "Holders") have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of any exercisable portion of the Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder's behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 9.

Piggyback Registration Rights. If at any time The Company agrees that if, after the Company date hereof, the Board shall determine to register authorize the filing of a registration statement under the Securities Act (other than a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities (other than on Form S-8 by it or Form S-4 any corporation with which it may combine or their then equivalents and other than shares merge subsequent to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingOffering, the Company shall shall: (A) promptly notify the Purchaser that such registration statement will be filed and that the Shares purchased pursuant to this Agreement, which were not included in the Resale Registration Statement (or, if included in the Resale Registration Statement, Shares that continue to be restricted securities as a result of the Resale Registration Statement not continuing to be effective) and are then held by the Purchaser (hereinafter the “Registrable Securities”) will be included in such registration statement at such Purchaser’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use its commercially reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Purchaser to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Purchaser to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to sell the Registrable Securities pursuant to Rule 144. If the Purchaser desires to include in such registration statement all or any part of the Registrable Shares such holder requests Securities held by him/her/it, he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Purchaser. If the Purchaser decides not to be registered therein; provided that, if, include all of his/her/its Registrable Securities in connection with any offering involving an underwriting of Common Stock to be issued registration statement thereafter filed by the Company, the managing underwriter Purchaser shall prohibit nevertheless continue to have the inclusion of shares of Common Stock by selling holders right to include any Registrable Securities in such any subsequent registration statement or shall impose a limitation on the number of shares of such Common Stock which registration statements as may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata filed by the Company with respect to offerings of its securities, all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in upon the registration statement terms and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actconditions set forth herein.

Piggyback Registration Rights. If (a) Subject to Section 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the Company shall determine to register under the Securities Act account of any of its securities (other Persons who have or have been granted registration rights, other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely the Holders (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansa “Piggyback Underwritten Offering”), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of such determination Piggyback Underwritten Offering to each Holder, which notice shall include the anticipated filing date of the Underwritten Offering Filing and, if within thirty (30) days after receipt known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such noticeHolders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such holder Holder shall so request have no further right to participate in writingsuch Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement all rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any part Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Registrable Shares such holder requests Company to be registered therein; provided that, if, pay the Registration Expenses in connection with therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any offering involving an underwriting Registrable Securities for the same period as the delay in including the shares of Common Stock to be issued by sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (b) Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the managing underwriter Company shall prohibit not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.4 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the inclusion Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company of its belief that the number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed to be offered by selling holders the Company or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), would materially adversely affect such offering, then the Company shall include in such registration statement or shall impose a limitation Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering, shares of Common Stock in the following priority: (i) if the Piggyback Underwritten Offering is for the account of the Company, first, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”), second, the shares of Common Stock that the Piggybacking Holders propose to include (pro rata among the Piggybacking Holders based on the number of shares of such Common Stock which may each requested to be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distributionincluded), and such limitation is imposed third, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include (pro rata with respect among such other Persons based on the number of shares of Common Stock each requested to all securities whose holders have be included); (ii) if the notice of a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested Piggyback Underwritten Offering pursuant to such right and there Section 2.4(a) is first excluded from such given on or prior to the third (3rd) anniversary of the Fxxxx Closing Date, the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration statement rights, first, all shares of Common Stock sought that the Piggybacking Holders propose to include (pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to be included therein by (i) any holder thereof not having any such contractualincluded), incidental registration rightssecond, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in that such other Persons propose to include (pro rata among such other Persons based on the Units number of shares of Common Stock each requested to be included), and third, the Company Securities; or (iii) if the notice of a Piggyback Underwritten Offering pursuant to Section 2.4(a) is given after the third (3rd) anniversary of the Fxxxx Closing Date, the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, first, the shares of Common Stock underlying that such other Persons propose to include (pro rata among such other Persons based on the Warrants included in the Units; provided, however, that number of shares of Common Stock shall cease each requested to be Registrable Shares upon any sale included), second, all shares of such Common Stock that the Piggybacking Holders propose to include (pro rata among the Piggybacking Holders based on the number of shares pursuant of Common Stock each requested to (i) a registration statement filed under be included), and third, the Securities Act, or (ii) Rule 144 promulgated under the Securities ActCompany Securities.

Piggyback Registration Rights. If (a) In the event that the Shelf Registration Statement is not effective at anytime after the date hereof, then the Company covenants and agrees with the Purchasers that if, at any time before the Company shall determine two year anniversary of the date hereof, it proposes to register file a new registration statement with respect to the public sale of Common Stock for cash (other than in connection with an offering to the Company’s employees, an acquisition, merger or similar transaction, an employee benefit plan, an exchange offer or a dividend reinvestment plan) under the Securities Act any in a primary registration on behalf of its the Company and/or in a secondary registration on behalf of holders of such securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares the registration form to be issued solely (i) in connection with any acquisition used may be used for registration of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingSecurities, the Company shall will give written notice at least 30 days prior to such filing to the Purchasers at the addresses appearing on the records of the Company of its intention to file a registration statement and will offer to use its commercially reasonable best efforts to include in such registration statement all or any part of the Registrable Shares such holder requests Securities, subject to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by paragraphs (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractualof this paragraph (a), incidental registration rights subordinate and junior to the rights of the holders such number of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares Securities with respect to which such holder the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company. All registrations requested inclusion hereunderpursuant to this paragraph (a) are referred to herein as “Piggyback Registrations”. All Piggyback Registrations pursuant to this paragraph (a) will be made solely at the Company’s expense, other than (x) all underwriters’, broker-dealers’, placement agents’ and similar selling discounts, commissions and fees relating to the sale of the Purchasers’ Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Purchasers and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Purchasers’ Registrable Securities (collectively, “Registrable Shares” means Purchasers’ Expenses”) which shall be paid by the shares Purchaser. If the securities or blue sky laws of Common Stock included any jurisdiction in which the Units securities so registered are proposed to be offered would require the Purchasers’ payment of greater registration expenses than those otherwise required by this Section 2 and if the shares of Common Stock underlying the Warrants included Company shall determine, in the Units; provided, howevergood faith, that shares the offering of Common Stock such securities in such jurisdiction is necessary for the successful consummation of the registered offering, then the Purchasers shall cease either agree to pay the portion of the registration expenses required by the securities or blue sky laws of such jurisdiction to be paid by the Purchasers or withdraw his request for inclusion of his Registrable Shares upon any sale of Securities in such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actregistration.

Piggyback Registration Rights. If at any time Upon the execution of this Agreement: (a) The Parties agree to be bound by all of the terms, conditions and obligations and receive all rights of the Registration Rights Agreement (the “Registration Rights Agreement”) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 5, 6, 7, 8 and 11 and the corresponding definitions in Section 1 (but not Section 11(l)) of the Registration Rights Agreement entered into by and among the Company shall determine and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to register under the Securities Act any such Management Stockholder provided Piggyback Registration Rights, only to any amendments thereto to which such Management Stockholder has agreed in writing to be bound), and, if any of its securities the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the Initial Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose ) designated as a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior Shareholder” to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; provided; further, that in lieu of the Piggyback Registration Rights in connection with any Public Offering in which such rights would otherwise be available, the Board, in its sole discretion, may elect to waive the restrictions on transfer contained in Section 3(a) with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights in connection with such Public Offering (a “Transfer Restriction Waiver”). All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall cease be deemed to be “Registrable Shares upon Securities” as defined in the Registration Rights Agreement. Effective after the occurrence of an Initial Public Offering, if any of the Investors are selling stock in a circumstance in which the Management Stockholder would not have Piggyback Registration Rights (other than in connection with a Transfer Restriction Waiver), the restrictions on transfer contained in Section 3(a) shall be waived with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights if such sale by the Investors had resulted in the Management Stockholder having Piggyback Registration Rights. (b) In the event of a sale of such shares pursuant Common Stock by any of the Investors in accordance with the terms of Sections 3 or 4 of the Registration Rights Agreement, unless the Board shall have determined to effect a Transfer Restriction Waiver in which case the provisions of Section 8(h) shall apply, the Company will promptly notify each Management Stockholder in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall include: the principal terms and conditions of the proposed registration, including (i) a registration statement filed under the Securities Actnumber of the shares of Common Stock to be sold, or (ii) Rule 144 promulgated the fraction expressed as a percentage, determined by dividing the number of shares of Common Stock to be sold by the holders of Registrable Securities by the total number of shares held by the holders of Registrable Securities selling the shares of Common Stock, (iii) the proposed per share purchase price (or an estimate thereof), and (iv) the proposed date of sale. If within fifteen (15) days, in the case of a sale pursuant to Section 3 of the Registration Rights Agreement, or within five (5) days, in the case of a sale pursuant to Section 4 of the Registration Rights Agreement, of the receipt by the Management Stockholder of such Piggyback Notice, the Company receives from the applicable Management Stockholder Entities of the Management Stockholder or Other Management Stockholder, as the case may be, a written request in a form acceptable and in conformity with Section 21 of this Agreement (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lower of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities and the denominator of which is the aggregate number of shares of Stock owned by the holders of Registrable Securities and (ii) the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the success of the offering in the view of the managing underwriters (reduced pro rata as more fully described in Section 8(d)). (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its good-faith opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the success of such offering, then, unless the managing underwriter advises that marketing factors require a different allocation, the Company will include in the Proposed Registration: (i) with respect to a sale pursuant to Section 3 and Section 4(c) of the Registration Rights Agreement: first, 100% of the shares of Stock of the selling holders of Registrable Securities either requesting such Demand Registration (as defined in the Registration Rights Agreement) or delivering the Take-Down Notice (as defined in the Registration Rights Agreement), as the case may be; second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling holders of Registrable Securities, the Management Stockholder and all Other Management Stockholders and any other Persons who are entitled to piggyback or incidental registration rights in respect of Stock pursuant to this Agreement or pursuant to Other Management Stockholders Agreements (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock requested to be included in such Proposed Registration by such Holders (including upon exercise of all exercisable Options); and (iii) third, all other shares of Stock requested to be included in such Proposed Registration, including any securities requested by the Company; or (ii) with respect to a sale pursuant to Section 4 (other than Section 4(c)) of the Registration Rights Agreement: first, 100% of the shares of Stock the Company proposes to sell; (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the Holders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock requested to be included in such Proposed Registration by such Holders (including upon exercise of all exercisable Options); and (iii) third, all other shares of Stock requested to be included in such Proposed Registration. (e) Upon delivering a Request a Management Stockholder or Other Management Stockholder having Piggyback Registration Rights pursuant to Section 8(b) will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder or Other Management Stockholder, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s or Other Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Management Stockholder’s or Other Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he or she will execute such other reasonable customary agreements as the Company may reasonably request to further evidence the provisions of this Section 8, including reasonable and customary lock-up agreements, provided, that such lock-up agreement, including any lock-up agreement executed pursuant to Section 5 of the Registration Rights Agreement, will explicitly exempt and exclude any transaction between the Management Stockholder and the Company pursuant to Section 4 or Section 5 of this Agreement. (g) Notwithstanding Section 11(l) of the Registration Rights Agreement, this Section 8 will terminate on the earlier of (i) the occurrence of a Change of Control and (ii) with respect to each Management Stockholder, on date on which such Management Stockholder ceases to own any Registrable Securities. (h) If the Board shall have elected to effect the Transfer Restriction Waiver in lieu of Piggyback Registration Rights in accordance with Section 8(a), the Company will notify each Management Stockholder on or promptly following the completion of the Public Offering giving rise to the Transfer Restriction Waiver which notice shall include: (A) the number of shares of Common Stock sold by the Investors in such Public Offering and (B) the number of shares of Stock to which the waiver of transfer restrictions shall apply. For the avoidance of doubt, the provisions in Section 5 of the Registration Rights Agreement will apply to such shares of Stock notwithstanding the Transfer Restriction Waiver.

Piggyback Registration Rights. (a) If Beta at any time the Company shall determine proposes to --------- ------------ ------- register any shares of its common stock under the Securities Act any of 1933, as amended (the "Securities Act") on a form which permits inclusion of the shares of its securities (other than on Form S-8 or Form S-4 or their then equivalents common stock issued pursuant to this Agreement and other than any shares to be of its common stock issued solely (i) in connection with any acquisition of any entity or business (ii) upon the an exercise of stock optionsthe Warrants (collectively, or (iii) pursuant to employee benefit plansthe "Shares"), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, such time give written notice to Seller of its intention to do so. Upon the written request (stating the intended method of disposition of such determination and, if Shares) of Seller given within thirty (30) 30 days after receipt of any such notice, Beta shall, unless registration for immediate public sale of all of such requested Shares is determined by opinion of counsel satisfactory to such holder or holders not to be required, or unless the underwriter of such offering advises Beta that the inclusion of such Shares will adversely affect the market for the securities being registered by Beta (in which latter event Beta's obligation hereunder shall so request in writingbe limited to such number of Shares as the underwriter reasonably believes compatible with the success of such offering), the Company shall use its commercially reasonable best efforts to include in cause all of such registration statement all or any part of the Registrable Shares such holder requests which Seller shall have requested be registered to be registered therein; provided thatunder the Securities Act, ifall to the extent requisite to permit the sale or other disposition by Seller of such Shares so registered in the manner intended by such holder as set forth in such request. If and whenever Beta is required by the provisions of this Section 10 to use its best efforts to effect the registration under the Securities Act of any of the Shares issued upon an exercise of the Warrants, Beta shall, as expeditiously as possible: (i) furnish to Seller such numbers of copies of a prospectus, including a preliminary prospectus, in connection conformity with the requirements of the Securities Act, and such other documents, as Seller may reasonably request in order to facilitate the public sale or other disposition of such Shares; (ii) use every reasonable effort to register or qualify the Shares covered by a registration statement under such other securities or Blue Sky laws of such jurisdictions as Seller shall reasonably request, and do any offering involving an underwriting of Common Stock and all other acts and things which may be necessary under such securities or Blue Sky laws to be issued by enable Seller to consummate the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders public sale or other disposition in such jurisdiction of the such Shares covered by such registration statement, except that Beta shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or subject itself to taxation in any such jurisdiction; (iii) before filing the registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary prospectus or any amendment or supplement to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement or any prospectus with the Securities and as Exchange Commission (the "Commission"), furnish counsel to which inclusion has been requested pursuant to Seller with copies of all such right and there is first excluded from such registration statement all shares of Common Stock sought documents proposed to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsfiled; provided, however, that shares notwithstanding any other provisions of Common Stock this Section 10, Beta's obligation to register securities pursuant to this Section 10 shall cease be limited such that (1) Beta shall have no obligation to be Registrable include any Shares upon any sale in a registration statement under the Securities Act to the extent Seller is, in the opinion of counsel satisfactory to such holder, then eligible to resell all of such shares securities immediately under Rule 144 of the Act; (2) Beta shall have no obligation to register on any one occasion fewer than 10,000 Shares (adjusted for stock dividends, stock split-ups and the like) or such lesser number as represents all of such Shares outstanding entitled to registration rights under this Section 10; (3) Beta shall be required to register such Shares only if and to the extent that Seller furnishes Beta with a written statement of its intention to sell and such other information as Beta may reasonably request; and (4) Beta shall not be obligated to keep any registration statement filed in accordance with this Section 10 effective for more than ninety days. (b) All expenses incurred in effecting the registrations provided for in this Section 10, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for Beta, expenses of any audits incident to or required by any such registration and expenses of complying with the securities or Blue Sky laws of any jurisdiction, but excluding fees and disbursements of counsel for Seller and underwriting commissions and discounts attributable to such Shares being sold by Seller shall be paid by Beta. (c) In the event of any registration of any of such Shares under the Securities Act pursuant to this Section 10, Beta shall indemnify and hold harmless Seller, each underwriter (as defined in the Securities Act), the directors and officers of such underwriter, each other person who participates in the offering of such securities and each other person, if any, who controls (within the meaning of the Securities Act) Seller, such underwriter or participating person against any losses, claims, damages or liabilities, joint or several, to which Seller, such underwriter, director or officer, participating person or controlling person may become subject under the Securities Act or any other statute or at common law, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a registration statement filed material fact contained, on the effective date thereof, in any Registration Statement (or a post-effective amendment to such Registration Statement, as the case may be) under which such Shares were registered under the Securities Act, any preliminary Prospectus or final Prospectus contained therein, or any summary Prospectus issued in connection with such Shares, or any amendment or supplement thereto, or (ii) Rule 144 promulgated an omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such seller, underwriter, participating person or controlling person for any legal or other expenses reasonably incurred by Seller, such underwriter, director or officer, participating person or such controlling person in connection with investigating or defending any such loss, damage, liability or any action with respect thereto; provided, however, that Beta shall not be liable to any seller, underwriter, director or officer, participating person, or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement (or such registration statement as post-effectively amended, as the case may be), preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement thereto in reliance upon and in conformity with information furnished to Beta by any Seller, such underwriter, director or officer, participating person, or controlling person specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Seller, such underwriter, director or officer, participating person or controlling person, and shall survive transfer of the such Shares by Seller; (d) Seller, shall, by acceptance thereof, indemnify and hold harmless each other holder of any such Shares, Beta, its directors and officers, each underwriter (as defined in the Securities Act), the directors and officers of such underwriter, and each other person, if any, who controls Beta or any underwriter, against any losses, claims, damages, or liabilities, joint or several, to which any such other holder, Beta, any such director or officer, any such underwriter, or any such controlling person may become subject under the Securities ActAct or any other statute or at common law, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact contained, on the effective date thereof, in any registration statement (or a post-effective amendment to such registration statement, as the case may be) under which such Shares were registered under the Securities Act at the request of Seller, any preliminary prospectus or final prospectus contained therein, or any summary prospectus issued in connection with such Shares or any amendment or supplement thereto, or (ii) an omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of (i) or (ii) to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement thereto in reliance upon and in conformity with information furnished to Beta by Seller specifically for use therein, and shall reimburse Beta, each such other holder, underwriter, director or officer, or controlling person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or any action with respect thereto. (e) Indemnification similar to that specified in subsections (c) and (d) of this Section 10 shall be given by Beta and each holder of any of such Shares (with such modifications as shall be appropriate) covered by any registration or other qualification of securities under any federal or state securities law or regulation other than the Securities Act with respect to any such registration or other qualification effected pursuant to this Section 10. (f) Within 30 days after receipt by an indemnified party under subsections (c), (d) or (e) of this Section 10 of a complaint, claim or other notice of any loss, claim, damage, liability or action giving rise to a claim for indemnification under any such subsections, such indemnified party shall if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnified party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

Piggyback Registration Rights. If at any time Whenever the Company shall determine propose to register file a registration statement under the Securities Act any on a form which permits the inclusion of the Note Shares for resale (a “Qualifying Registration Statement”), it will give written notice to the Holder at least 10 calendar days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file the Qualifying Registration Statement and the intended method of distribution in connection therewith, and advising the Holder of its right to have any or all of the Note Shares then held included among the securities to be covered by such registration statement (the “Piggyback Rights”), subject to restrictions set forth herein: (a) The Holder shall have the right to include the Note Shares in one or more Qualifying Registration Statement until all of the Note Shares have been sold, or until all of the Note Shares are eligible for sale under Rule 144 promulgated by the SEC or any similar or successor rule, whichever shall first occur. (b) In the event that the Holder elects to use the Piggyback Rights, the Company shall include in the Qualifying Registration Statement the number of the Note Shares identified by the Holder in a written request (the “Piggyback Request”) given to the Company not later than 10 calendar days prior to the proposed filing date of the Qualifying Registration Statement. The Note Shares identified in the Piggyback Request shall be included in the Qualifying Registration Statement on the same terms and conditions as the other than shares of Common Stock included in the Qualifying Registration Statement. (c) Notwithstanding anything in this Note to the contrary, the Holder shall not have Piggyback Rights with respect to: (i) a registration statement on Form S-4 or any successor forms thereto; (ii) a registration statement on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely any successor forms thereto; (iiii) a registration statement filed in connection with any acquisition an exchange offer or an offering of any entity securities solely to existing stockholders or business (ii) upon employees of the exercise of stock options, Company; or (iiiiv) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such a registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, filed in connection with any an offering involving an underwriting of Common Stock to be issued by the CompanyCompany of securities convertible into or exchangeable for Common Stock. (d) Piggyback rights are subject to cut back, on a pro-rata basis among Note holders, if the lead managing underwriter shall prohibit selected by the inclusion of shares of Common Stock by selling holders in such registration statement Company for an underwritten offering for which Piggyback Rights are requested determines that marketing or shall impose other factors require a limitation on the number of shares of such Common Stock which may to be included offered and sold in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested offering or pursuant to such right and there is first excluded from such registration statement all shares Section 415 of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, as determined in good faith by the Company and its counsel. (e) Nothing contained in this Section shall create any liability on the part of the Company to the Holder if the Company for any reason should decide not to file a Qualifying Registration Statement for which Piggyback Rights are available or (ii) Rule 144 promulgated to withdraw such Qualifying Registration Statement subsequent to its filing, regardless of any action whatsoever that the Holder may have taken, whether as a result of the issuance by the Company of any notice under the Securities Actthis Note or otherwise.

Piggyback Registration Rights. If (a) Subject to Section 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the Company shall determine to register under the Securities Act account of any of its securities (other Persons who have or have been granted registration rights, other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely the Holders (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansa “Piggyback Underwritten Offering”), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, will give written notice of such determination Piggyback Underwritten Offering to each Holder (other than any Opt-Out Holder), which notice shall include the anticipated filing date of the Underwritten Offering Filing and, if within thirty (30) days after receipt known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such noticeHolders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to the Holder pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such holder Holder shall so request have no further right to participate in writingsuch Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement all rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any part Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Registrable Shares such holder requests Company to be registered therein; provided that, if, pay the Registration Expenses in connection with therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any offering involving an underwriting Registrable Securities for the same period as the delay in including the shares of Common Stock to be issued by sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (b) Each Piggybacking Holder shall have the managing underwriter right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. (c) If the Managing Underwriter of the Piggyback Underwritten Offering shall prohibit inform the inclusion Company of its belief that the number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed to be offered by selling holders the Company or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights with respect to such offering), would materially and adversely affect such offering, then the Company shall include in such registration statement or shall impose a limitation Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.4 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) if the Piggyback Underwritten Offering is initiated for the account of the Company: (1) first, the Company Securities, (2) second, to the extent that the number of Company Securities is less than the Section 2.4 Maximum Number of Shares, the Existing Holder Securities proposed to be included, pro rata among the Existing Holders based on the number of shares of such Common Stock which may each requested to be included in any such registration statement becauseincluded, (3) third, in its judgmentto the extent that the number of Company Securities and Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, such limitation is necessary the Holder Securities and the Other Holder Securities proposed to effect an orderly public distributionbe included, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in among the registration statement Holders and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all the Other Holders based on the number of shares of Common Stock sought each requested to be included, and (4) fourth, to the extent that the number of Company Securities plus the number of Existing Holder Securities, Holder Securities and Other Holder Securities proposed to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to is less than the rights Section 2.4 Maximum Number of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the Units instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering); (ii) if the Piggyback Underwritten Offering is initiated on or before the third (3rd) anniversary of the Closing Date for the account of any Other Holder(s) or other Persons who have or have been granted registration rights: (1) first, the Existing Holder Securities, pro rata among such and Existing Holders based on the number of shares of Common Stock each requested to be included; provided, however, that the Existing Holders shall participate in Section 2.4(c)(iii)(2) instead of this Section 2.4(c)(ii)(1) following (x) in the case of the Maple Holders, October 31, 2026, (ii) in the case of the Xxxxx Holders, November 5, 2026 and (iii) in the case of the Tall City Holder, November 6, 2023, (2) second, to the extent that the number of Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the Holder Securities and any Other Holder Securities for whose account the Piggyback Underwritten Offering was not initiated, pro rata among the Holders and the Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number securities of the Holders and the Other Holders covered in Section 2.4(c)(ii)(2) and the Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) fourth, to the extent that the number of Existing Holder Securities, Holder Securities and Other Holder Securities covered in Section 2.4(c)(ii)(2) and the shares of Common Stock underlying that such other Persons covered in Section 2.4(c)(iii)(2) is less than the Warrants included in Section 2.4 Maximum Number of Shares, any Company Securities; or (iii) if the Units; providedPiggyback Underwritten Offering is initiated on or before the third (3rd) anniversary of the Closing Date for the account of any other Persons who have or have been granted registration rights (excluding the Other Holders): (1) first, howeverthe Holder Securities and Other Holder Securities, that pro rata among such Holders or Other Holders based on the number of shares of Common Stock shall cease each requested to be Registrable Shares upon any sale included, (2) second, to the extent that the number of securities of such Holders or Other Holders covered in Section 2.4(c)(iii)(1) is less than the Section 2.4 Maximum Number of Shares, the shares pursuant of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (ior on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), (3) a third, to the extent that the number of Holder Securities, Other Holder Securities and the shares of Common Stock that such other Persons covered in Section 2.4(c)(iii)(2) is less than the Section 2.4 Maximum Number of Shares, any Company Securities; or (iv) if the Piggyback Underwritten Offering is initiated after the third (3rd) anniversary of the Closing Date for the account of any other Persons who have or have been granted registration statement filed under rights (including the Other Holders): (1) first, the shares of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), (2) second, to the extent that the number of shares of Common Stock proposed to be included by such other Persons is less than the Section 2.4 Maximum Number of Shares, the Holder Securities Actand the Other Holder Securities proposed to be included (to the extent not covered in Section 2.4(c)(iv)(1)), pro rata among the Holders and Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities and Other Holder Securities proposed to be included is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include (iito the extent not covered by Section 2.4(c)(iv)(1)), pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) Rule 144 promulgated under fourth, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities Actand Other Holder Securities and the shares of Common Stock covered in Section 2.4(c)(iv)(3) proposed to be included is less than the Section 2.4 Maximum Number of Shares, any Company Securities.

Piggyback Registration Rights. If at Effective after the occurrence of the Initial Public Offering: (a) The Parties agree to be bound, with respect to the Management Stockholders who are provided such rights pursuant to this Section 8, by all of the terms, conditions and obligations of the Registration Rights Agreement (including, without limitation, with respect to obligations as to indemnification and/or contribution) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 6, 7, 8 and 11 (provided, however, that Section 11(l) shall not apply to any time Management Stockholders) of the Registration Rights Agreement (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to any such Management Stockholder provided Piggyback Registration Rights, to any amendments thereto to which such Management Stockholder has agreed to be bound or which are effected in accordance with the terms thereof), and, if any of the Investors are directly or indirectly selling stock or having stock sold on their behalf, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, any rights to indemnification and/or contribution from the Company shall determine to register under and/or the Securities Act any of its securities Investors), in each case as if the Management Stockholder were an original party (other than on Form S-8 the Company) to the Registration Rights Agreement, subject to applicable and customary underwriter restrictions; provided, however, for the avoidance of doubt, that at no time shall the Management Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement. Following the Initial Public Offering, all Stock purchased or Form S-4 or their then equivalents and other than shares held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of “Registrable Shares (Securities” as defined below), including each holder who has in the right to acquire Registrable Shares, written notice Registration Rights Agreement. (b) In the event of such determination and, if within thirty (30) days after receipt a sale of such notice, such holder shall so request Common Stock by any of the Investors in writingaccordance with the terms of the Registration Rights Agreement, the Company will promptly notify each Management Stockholder, in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall use its commercially reasonable efforts to include in such registration statement all or any part include: the principal terms and conditions of the Registrable Shares such holder requests to be registered therein; provided thatproposed registration, if, in connection with any offering involving an underwriting including (A) the number of shares of Common Stock to be issued sold, (B) the fraction, expressed as a percentage, determined by dividing the Company, the managing underwriter shall prohibit the inclusion number of shares of Common Stock to be sold by selling the holders in such registration statement or shall impose a limitation on of Registrable Securities by the total number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein held by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable SharesSecurities selling shares of Common Stock, (C) the proposed per share purchase price (or an estimate thereof), and (D) the proposed date of sale. If within fifteen (15) days of the receipt by the Management Stockholder of such Piggyback Notice, the Company shall then be obligated receives from the applicable Management Stockholder a written request (a “Request”) to include in such registration statement only such limited portion register shares of Stock held by the applicable Management Stockholder Entities (which may Request will be none) of irrevocable unless otherwise mutually agreed to in writing by the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means Management Stockholder and the Company), shares of Common such Stock included will be so registered as provided in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthis Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of such Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock shall cease to be being sold by holders of Registrable Shares upon any sale Securities and the denominator of such which is the aggregate number of shares pursuant to (i) a registration statement filed under of Common Stock owned by the holders of Registrable Securities Act, or (ii) Rule 144 promulgated the maximum number of shares of Common Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 8 or (iii) the maximum number of shares of Stock which the Management Stockholder (pro rata based upon the aggregate number of shares of such Stock the Management Stockholders have requested to be registered) is permitted to register under the Piggyback Registration Rights, in any event subject to reduction as provided in subsection (d) of Section 9. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then, unless the managing underwriter advises that marketing factors require a different allocation, the number of shares of Stock which the Management Stockholders will be entitled to include will be reduced in accordance with Section 3 or 4 of the Registration Rights Agreement, as applicable, which the Company will include in the Proposed Registration (i) first, 100% of the shares of Common Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock which the selling holders of Registrable Securities, the Management Stockholders and all Other Management Stockholders and any other Persons who are entitled to piggyback or incidental registration rights in respect of Common Stock (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common Stock or other Registrable Securities Actthen held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request a Management Stockholder having Piggyback Registration Rights pursuant to clause (b) of this Section 8 will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 8, including reasonable and customary lock-up agreements. (g) Notwithstanding Section 11(l) of the Registration Rights Agreement, this Section 8 will terminate on the earlier of (i) the occurrence of a Change in Control and (ii) with respect to each Management Stockholder, on the date on which such Management Stockholder ceases to own any Registrable Securities.

Piggyback Registration Rights. If (a) The Company covenants and agrees that if, at any time prior to the Company shall determine Registration Rights Expiration Date (defined below), it proposes to register file a registration statement with respect to its common stock (other than in connection with an offering to the Company’s employees (Form S-8) or in connection with an acquisition, merger or similar transaction (Form S-4)) under the Securities Act any in a primary registration on behalf of its securities (other than on Form S-8 or Form S-4 or their then equivalents the Company, and other than shares the registration form to be issued solely used may be used for the issuance or resale of (i) in connection with any acquisition of any entity or business the shares underlying the Convertible Notes (the “Note Shares”), (ii) the shares of Common Stock issuable upon the exercise of stock options, the Warrants or (iii) pursuant to employee benefit plans)the shares of Common Stock issuable upon exercise of the Warrants (defined in Section 8.9) ((ii) and (iii) collectively, it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable “Warrant Shares” and together with the Note Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writingthe “Registrable Securities”), the Company shall use will give prompt written notice to each Purchaser and (name) of its commercially reasonable efforts intention to file such registration statement and will offer to include in such registration statement, such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) Business Days days after the giving of notice by the Company (the “Piggyback Registration Rights”). If such registration statement all or is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, which terms and conditions shall be agreed upon between the Company and the underwriters in the Company’s sole discretion. Notwithstanding the obligations set forth above, if (i) any part Securities and Exchange Commission guidance sets forth a limitation on the number of the Registrable Shares such holder requests securities permitted to be registered therein; provided that, if, in connection with any on a particular registration statement as a secondary offering involving an underwriting of Common Stock to be issued by or (ii) the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders underwriters in such registration statement or shall impose offering advise the Company that marketing factors require a limitation on the number of shares to be underwritten, the number of such Common Stock which may Registrable Securities to be included in any registered on such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed will be reduced pro rata with respect to all between the Purchasers and other parties whose securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be are included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may statement. The “Registration Rights Expiration Date” shall be none) of five years from the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActClosing.

Piggyback Registration Rights. If at any time (a) Effective upon the Company purchase of Common Stock pursuant to this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(e) above) or (ii) the fifth anniversary of the Purchase Date, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of September 30, 1996, among the Company, Strata Associates, L.P. and KKR Partners II L.P. (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Purchaser were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthereto; provided, however, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser, Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10, (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock shall cease the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement or (iv) the product of (A) the number of shares of stock then held by the Purchaser and (B) the quotient determined by dividing (1) the total number of shares of Stock requested by KKR Affiliates (as defined below) to be Registrable Shares upon any sale registered by the Company by (2) the aggregate number of shares of Stock owned by the KKR Affiliates. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares pursuant to of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate or Purchaser's Trust's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (f) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. (a) If the IPO Entity proposes to seek Qualification of an Offer Document in respect of any authorized but unissued Subject Securities for purposes of a Public Offering of such Subject Securities, the IPO Entity shall give written notice to each Shareholder of such proposal at any time least thirty (30) days before the Company commencement of preparations for such Public Offering. Such notice shall determine to register under specify at a minimum the number of Subject Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares proposed to be issued solely (i) included in connection with any acquisition the Offer Document, the proposed filing date of any entity or business (ii) upon the exercise Offer Document, the proposed method of stock optionsdistribution of the Subject Securities and the proposed managing underwriters, or (iii) pursuant if any. If the IPO Entity intends to employee benefit plans)deliver such a notice, it shall send notify each Shareholder of its intention to each holder do so at least fourteen (14) days prior to its intended date of Registrable Shares (as defined below)delivery, including each holder who has and the right IPO Entity and the Shareholders shall forthwith negotiate in good faith to acquire Registrable Shares, written notice determine the timing of such determination andnotice, the type and amount of securities to be specified therein and the possibility for permitting the inclusion of each Shareholder’s Subject Securities in the Offer Document. If the IPO Entity and the Shareholders shall agree such matters within the fourteen (14)-day consultation period, the notice given by the IPO Entity to the Shareholders shall reflect such agreement; if the IPO Entity and the Shareholders fail to agree such matters within thirty the fourteen (3014)-day consultation period; the IPO Entity shall be entitled to give such notice upon such terms as it, in its sole discretion, sees fit (any such notice hereinafter being referred to as an “Override Notice”). (b) If permitted by the notice given by the IPO Entity, each Shareholder shall be entitled to submit a written request within fifteen (15) days after receipt of such noticenotice that all or a portion of the Subject Securities held by it shall be included in the Offer Document, such holder shall so request in writing, and the Company IPO Entity shall use its commercially reasonable best efforts to include in the Offer Document the Subject Securities referred to in such registration statement all or request, provided that any part offer and sale of such Subject Securities shall be on substantially the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued same terms and conditions as the Subject Securities offered and sold by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on IPO Entity and provided further that the number of shares of such Common Stock which may Subject Securities to be included in any such registration statement becausethe Offer Document shall not exceed the Maximum Number. If the number of Subject Securities to be offered and sold in a Public Offering pursuant to Section 7.2(a) exceeds the Maximum Number, in its judgment, such limitation is necessary the aggregate number of Subject Securities to effect an orderly public distribution, be offered and such limitation is imposed pro rata with respect sold shall be reduced to all securities whose holders have a contractual, incidental (“piggyback”) right to the Maximum Number and the IPO Entity shall include such securities in the registration statement Offer Document up to the Maximum Number (A) first, all of the Subject Securities that the IPO Entity proposes to offer and as sell for its own account and (B) second, to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares the extent that the number of Common Stock sought Subject Securities to be included therein in the Offer Document pursuant to (A) is less than the Maximum Number, any Subject Securities requested by any requesting Shareholders to be included in the Offer Document, allocated among them pro rata on the basis of the number of Subject Securities then held by them. A Shareholder who has submitted a request to have Subject Securities included in the Offer Document pursuant to this Section 7.2(b) shall be entitled to withdraw this request by giving written notice to the IPO Entity of its election to do so at least five (5) days prior to the proposed date of Qualification of such Offer Document. (c) In the event that the IPO Entity delivers an Override Notice to the Shareholders, then notwithstanding any other provision of this Agreement, for a period of six months following the later of the first day of trading of the Subject Securities specified in the Override Notice or the expiration of any related lock-up period (the “Priority Period”): (i) The IPO Entity may not deliver a notice pursuant to this Section 7.2 without first providing the Shareholders at least forty-five (45) days’ advance notice thereof and an opportunity for the Shareholders to deliver a Demand Request, which shall have priority over any holder thereof not having any such contractual, incidental registration rights, and notice delivered by the IPO Entity during the Priority Period; (ii) Any Demand Request delivered by a Shareholder during the Priority Period shall be deemed to have been delivered prior to any holder thereof having contractual, incidental registration rights subordinate and junior to notice delivered by the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares IPO Entity pursuant to this Section 7.2 during the Priority Period. (iiii) The IPO Entity may not refuse to comply with any Demand Request delivered during the Priority Period on the ground that it has previously engaged an investment bank to conduct a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActPublic Offering.

Piggyback Registration Rights. (i) If the ------------------------------- Company at any time the Company shall determine proposes to register under the Securities Act any of its securities 1933, as amended (the "Securities Act") (other than a registration on Form S-8 or Form S-4 or their then equivalents S-8 or any successor or similar forms thereto and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) a registration pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined paragraph 1(b) below), including each holder who has whether or not for sale for its own account (including, without limitation, pursuant to the right to acquire Registrable Shares, written notice exercise by any other person or entity of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such any registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued rights granted by the Company), the managing underwriter shall prohibit the inclusion on a form and in a manner that would permit registration of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior Registrable Securities for sale to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed public under the Securities Act, it will give written notice to MSI of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an underwritten offering of equity securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the anticipated price range at which such equity securities are reasonably expected to be sold to the public). Upon the written request of MSI delivered to the Company within 15 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by MSI and the intended method of disposition thereof), the Company will use reasonable best efforts to effect the registra- tion under the Securities Act of the Registrable Securities that the Company has been so requested to register, subject to the further provisions of this agreement; (ii) Rule 144 promulgated under If a registration pursuant to this Section 1 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of Registrable Securities Actproposed to be included in such registration should be limited due to market conditions, then the Company may exclude Registrable Securities requested to be included pursuant to Section 1(a) pro rata, based on the respective numbers of Registrable Securities as to which registra- tion has been so requested by each holder of Registrable Securities. (iii) In connection with any underwritten offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 1, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registration Rights. If at any time Upon the execution of this Agreement: (a) The Parties agree to be bound by all of the terms, conditions and obligations and receive all rights of the Registration Rights Agreement (the “Registration Rights Agreement”) as they relate to the exercise of piggyback registration rights as provided in Sections 4, 5, 6, 7, 8 and 11 and the corresponding definitions in Section 1 (but not Sections 11(a) and 11(l)) of the Registration Rights Agreement entered into by and among the Company shall determine and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with respect to register under the Securities Act any such Executive Stockholder provided Piggyback Registration Rights, only to any amendments thereto to which such Executive Stockholder has agreed in writing to be bound), and, if any of its securities the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the Initial Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Executive Stockholder were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose ) designated as a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior Shareholder” to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that at no time shall the Executive Stockholder have any rights to request registration under Section 3 of the Registration Rights Agreement; provided, further, that in lieu of the Executive Stockholder exercising the Piggyback Registration Rights in connection with any Public Offering in which such rights would otherwise be available, the Board may, in its sole discretion, elect to offer the Executive Stockholder a waiver of the restrictions on transfer contained in Section 3(a) with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights in connection with such Public Offering (a “Transfer Restriction Waiver”), which Transfer Restriction Waiver may be accepted or rejected by the Executive Stockholder in his sole discretion (but which Transfer Restriction Waiver offer shall cease not in any way limit the Executive Stockholder’s Piggyback Registration Rights should he choose to exercise them) (any Common Stock subject to a Transfer Restriction Waiver, the “Waiver Stock”). All Stock purchased or held by the applicable Executive Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Shares upon Securities” as defined in the Registration Rights Agreement except for Waiver Stock. Effective after the occurrence of an Initial Public Offering, if any of the Investors are selling stock in a circumstance in which the Executive Stockholder would not have Piggyback Registration Rights (other than in connection with a Transfer Restriction Waiver), the restrictions on transfer contained in Section 3(a) shall be waived with respect to the number of shares of Common Stock that would have been subject to such Piggyback Registration Rights if such sale by the Investors had resulted in the Executive Stockholder having Piggyback Registration Rights. (b) In the event of a sale of Common Stock by any of the Investors in accordance with the terms of Sections 3 or 4 of the Registration Rights Agreement, unless the Board shall have determined to effect a Transfer Restriction Waiver and Executive shall have accepted such shares pursuant to Transfer Restriction Waiver, in which case the provisions of Section 8(h) shall apply, the Company will promptly notify the Executive Stockholder in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”), which Piggyback Notice shall include: the principal terms and conditions of the proposed registration, including (i) a registration statement filed under the Securities Actnumber of the shares of Common Stock to be sold, or (ii) Rule 144 promulgated the fraction expressed as a percentage, determined by dividing the number of shares of Common Stock to be sold by the holders of Registrable Securities by the total number of shares held by the holders of Registrable Securities selling the shares of Common Stock, (iii) the proposed per share purchase price (or an estimate thereof), and (iv) the proposed date of sale. If within fifteen (15) days, in the case of a sale pursuant to Section 3 of the Registration Rights Agreement, or within five (5) days, in the case of a sale pursuant to Section 4 of the Registration Rights Agreement, of the receipt by the Executive Stockholder of such Piggyback Notice, the Company receives from the applicable Executive Stockholder Entities of the Executive Stockholder a written request in a form acceptable and in conformity with Section 21 of this Agreement (a “Request”) to register shares of Stock held by the applicable Executive Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Executive Stockholder and the Company), shares of Stock will be so registered as provided in this Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Executive Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Executive Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of the amounts determined in accordance with (i), (ii) or (iii) below: (i) the sum of the Banked Shares plus the amount determined by multiplying the number derived in accordance with (1) below by the number derived in accordance with (2) below: (1) the difference between (A) the number of shares of Stock then held by the Executive Stockholder Entities, including all shares of Stock which the Executive Stockholder Entities are then entitled to acquire under unexercised Options to the extent then exercisable minus (B) the Banked Shares minus (C) the Waiver Stock, and (2) a fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities and the denominator of which is the difference between the aggregate number of shares of Stock owned by the holders of Registrable Securities minus the Waiver Stock; or (ii) the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 8); or (iii) the maximum number of shares which the Executive Stockholder (pro rata based upon the aggregate number of shares of Stock the Executive Stockholder and all Other Employee Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights.

Piggyback Registration Rights. If at any time (a) Until the later of first occurrence of a Qualified Public Offering and the fifth anniversary of the Purchase Date, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement of even date herewith, among the Company and certain of the Investors (the "Registration Rights Agreement") and, in the case of the first Qualified Public Offering and subject to the limitations set forth in this Section 12, shall determine to register under have all of the Securities Act any rights and privileges of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) the Registration Rights Agreement, in connection with any acquisition of any entity or business (ii) upon each case as if the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares Purchaser were a "Holder" (as defined below), including each holder who has in the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30Registration Rights Agreement) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by other than the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 12. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, including shares purchased upon the exercise of Options, shall be deemed to be "Registrable Securities" as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a contemplated Qualified Public Offering. If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Estate or the Purchaser's Trust a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), such shares of Stock will be so registered as provided in this Section 12; provided, however, that for each such registration statement only one Request, which shall be executed by each of the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subsection (c) shall include shares held by the Purchaser's Estate and the Purchaser's Trust), including all shares of Stock which may be acquired under unexercised Options to the extent then exercisable, (ii) the maximum number of shares of Common Stock shall cease which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers), and (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. (d) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney in form and substance satisfactory to the Company and as described pursuant to Section 8(d) with respect to the shares of Stock to be Registrable Shares upon any sale of such shares registered pursuant to this Section 12. (ie) a registration statement filed under The Purchaser agrees that he will execute such other agreements as the Securities Act, or (ii) Rule 144 promulgated under Company may reasonably request to further evidence the Securities Actprovisions of this Section 12.

Piggyback Registration Rights. If at any time (a) If, after the Company shall determine date hereof, the Corporation proposes to register under file a Prospectus providing for a public offering of the Securities Act any of its Corporation’s equity securities in one or more Eligible Jurisdictions (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock optionsa “Piggyback Prospectus”), or (iii) conduct an Underwritten Offering pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writinga Piggyback Prospectus, the Company Corporation will notify Equinox Gold of the proposed filing and Equinox Gold shall use its commercially reasonable efforts be given an opportunity to include in the public offering provided for under such registration statement Piggyback Prospectus or in the Underwritten Offering, as applicable, all or any part of the their Registrable Shares; provided, however, that, except as set forth below, Equinox Gold shall not be given an opportunity to include Registrable Shares such holder requests in any Underwritten Offering to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued the extent that the Corporation has been advised by the Company, the managing underwriter shall prohibit of such Underwritten Offering that the inclusion of shares any Registrable Shares for sale for the benefit of Equinox Gold will have a materially adverse effect on the price, timing, marketing, or distribution of the Common Stock Shares. Within three (3) Business Days after delivery of the above-described notice by selling holders the Corporation, Equinox Gold has the right to notify the Corporation in writing of its intention to include its Registrable Shares in the public offering provided for under such Piggyback Prospectus or in the Underwritten Offering, as applicable, and, in such registration statement or notice, shall impose a limitation on inform the Corporation of the number of shares of Registrable Shares that Equinox Gold wishes to so include, as applicable, and provide, as a condition to such Common Stock which may be included in any such registration statement because, in its judgmentinclusion, such limitation information regarding Equinox Gold and its Registrable Shares as is necessary required pursuant to applicable Canadian Securities Laws to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) qualification of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares if Equinox Gold has an Affiliate who is an officer or director of Common Stock the Corporation (such as the Equinox Nominee), Equinox Gold shall cease provide such notice within two (2) Business Days after delivery of the above-described notice by the Corporation. If such written notification of Equinox Gold’s intent to be include Registrable Shares upon in the public offering provided for under such Piggyback Prospectus or in the Underwritten Offering, as applicable, is not received by the Corporation within the applicable time-frames specified in the immediately preceding sentence, Equinox Gold shall have no right to so include any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActRegistrable Shares.

Piggyback Registration Rights. If at any time Until the Company shall determine to register under the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition the first occurrence of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, Qualified Public Offering and (ii) any holder thereof having contractualthe fifth anniversary of the Effective Date: (a) The Management Stockholder hereby agrees to be bound by all of the terms, incidental conditions and obligations of the piggyback registration rights subordinate contained in Section 2 of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and junior among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed to be bound), and shall have all of the rights and privileges of the Piggyback Registration Rights, in each case as if the Management Stockholder were an original party (other than the Company) to the rights of the holders of Registrable SharesRegistration Rights Agreement, the Company shall then be obligated subject to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units applicable and the shares of Common Stock underlying the Warrants included in the Unitscustomary underwriter restrictions; provided, however, that shares at no time shall the Management Stockholder have any rights to request registration under the Piggyback Registration Rights; and provided further, that the Management Stockholder shall not be bound by any amendments to the Piggyback Registration Rights unless the Management Stockholder consents thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement. (b) In the event of a sale of Common Stock shall cease to be Registrable Shares upon by the Investor in accordance with the terms of the Piggyback Registration Rights, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any sale proposed registration (a “Proposed Registration”). If within 15 days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a registration statement filed under fraction, the Securities Act, numerator of which is the number of shares of Stock being sold by the Investor and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investor and the denominator of which is the aggregate number of shares of Stock owned by the Investor and any investment partnerships and investment limited liability companies investing with the Investor or (ii) Rule 144 promulgated the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 9 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Securities ActPiggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the Investor and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investor, the Management Stockholder, and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including the exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section.

Piggyback Registration Rights. (i) If at any time prior to the Company shall determine second anniversary of the Closing Date, Purchaser determines to register under the Securities Act any of its common stock (except in connection with securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) business, shares issuable upon the exercise of stock optionsoptions or common stock purchase warrants, or (iii) securities to be registered pursuant to an underwritten offering, shares issuable solely pursuant to employee benefit plansplans or securities to be registered on any registration form that does not permit secondary sales), it shall send must give all Sellers who are entitled to each holder of Registrable receive Shares in accordance with Schedule A hereto (as defined below)all such Sellers, including each holder who has collectively, the right to acquire Registrable Shares, "New Stockholders") written notice of such determination and, if within proposed registration (the "Registration Notice") at least thirty (30) days prior to the filing of the registration statement. In the event that within fifteen (15) days after receipt the mailing of such noticethe Registration Notice, such holder shall so request Purchaser receives written notice (the "Registration Request Notice") from one or more New Stockholders who beneficially own in writingthe aggregate in excess of fifty (50%) percent of all of the Shares issued pursuant to Section 2(a)(ii) above (collectively, the Company shall use its commercially reasonable efforts "Acquisition Shares") advising the Purchaser to include in on such registration statement all fifty (50%) percent or any part more of the Acquisition Shares (collectively, the "Registrable Securities") then the Purchaser shall prepare and file with the Securities and Exchange Commission (the "SEC"), on one occasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel to Purchaser in order to comply with Section 5 of the Securities Act so as to permit a public offering and sale of the Registrable Securities and any other securities which the Purchaser may choose to include on such registration statement. The holders of any Acquisition Shares such holder requests not included on an effective registration statement which includes Registrable Securities shall automatically no longer have any registration rights whatsoever under this Section 2(d). Purchaser shall have the right at any time after it shall have given the Registration Notice (regardless of whether it shall have received a Registration Request Notice) not to be registered therein; provided thatfile any proposed registration statement, ifor to withdraw same after filing but prior to effectiveness, in connection with any offering involving an underwriting which event all of Common Stock the New Stockholders shall continue to be issued by have registration rights under, and subject to the Companyprovisions of, this Section 2(d). (ii) If necessary to permit the managing underwriter shall prohibit distribution of the inclusion Registrable Securities, Purchaser will use its best efforts to maintain the effectiveness for up to one hundred eighty (180) days of shares of Common Stock by selling holders in the registration statement pursuant to which the Registrable Securities are being offered, and from time to time will amend or supplement such registration statement or shall impose a limitation on and the number prospectus contained therein as and to the extent necessary to comply with the Securities Act. The New Stockholder must notify Purchaser promptly of shares the completion of such Common Stock which may be included in the offering of its Registrable Securities under any such effective registration statement becausestatement. (iii) Whenever under the preceding Sections of this Section 2(d) Purchaser registers any of the Acquisition Shares, in its judgment, such limitation is necessary it agrees that it will also do the following: (A) Furnish to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities each New Stockholder whose holders have a contractual, incidental (“piggyback”) right to include such securities in Acquisition Shares are included on the registration statement such copies of each preliminary and final prospectus and any other documents as such New Stockholder may reasonably request to which inclusion has been requested pursuant facilitate the offering of its Acquisition Shares; and (B) Furnish to such right each New Stockholder whose Acquisition Shares are included on the registration statement, upon reasonable request therefor, a copy of all documents filed with the SEC. (iv) Purchaser shall bear all costs and there is first excluded from such expenses of each registration statement contemplated in this Section 2(d) including, but not limited to, printing, legal and accounting fees and expenses, SEC and stock exchange filing fees. The New Stockholder shall pay all shares underwriting discounts and expenses of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, its own counsel and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actadvisors.

Piggyback Registration Rights. If at any time (a) Effective upon the Company shall determine purchase of Common Stock pursuant to register under this Agreement until the Securities Act any later of its securities (other than on Form S-8 or Form S-4 or their then equivalents the consummation of a Public Offering and other than shares to be issued solely the fifth anniversary of the Purchase Date, the Purchaser (i) in connection with any acquisition hereby agrees to be bound by all of any entity or business (ii) upon the exercise terms, conditions and obligations of stock optionsthe Registration Rights Agreement dated as of February 13, or (iii) pursuant to employee benefit plans)1997, it shall send to each holder of Registrable Shares among the Company (as defined below), including each holder who has the right successor by Merger to acquire Registrable Shares, written notice of such determination and, if within thirty (30KCLC Acquisition Corp.) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part and certain of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by KKR Entities (the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”"Registration Rights Agreement") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior subject to the rights of limitations set forth in this Section 10, shall have the holders of Registrable Sharesright under the Registration Rights Agreement to participate in offerings that would result in a Public Offering ratably with the KKR Entities (except that the Purchaser will not have demand registration rights, but shall have the Company shall then be obligated right to include participate ratably with the KKR Entities parties thereto in such any demand registration statement only such limited portion (which may be none) of by the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the UnitsKKR Entities); provided, however, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock shall cease the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be Registrable Shares upon any sale included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such shares pursuant to Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or her or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser the Purchaser's Estate or Purchaser's Trust (or his or her or their authorized representative) will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate's or Purchaser's Trust's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on its behalf with respect to the matters specified therein. (f) The Purchaser will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 10.

Piggyback Registration Rights. If at any time time, on one or more occasions, the Company shall determine to register under any shares of its capital stock of the same class as the Registrable Securities Act (or securities convertible into or exchangeable or exercisable for shares of such class) for its own account or for the account of any of its securities stockholders (a "Piggyback Registration Statement"), other than on Form S-8 or Form S-4 or their then equivalents and other than shares a registration relating (x) to be issued solely the Company's initial public offering, (iy) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it or (z) to a registration relating solely to a SEC Rule 145 transaction or any Rule adopted by the SEC in substitution thereof or in amendment thereto, or a registration on any registration form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, the holders of Registrable Securities shall send be entitled to include Registrable Securities in such registration (and related Underwritten Offering, if any) on the following terms and conditions: (i) The Company shall give written notice of such determination to each holder of Registrable Shares Securities at the time of such determination (as defined below), including a "Section 3(a) Notice") and each such holder who has shall have the right to acquire Registrable Sharesrequest, by written notice given to the Company within fifteen days of the date the Section 3(a) Notice was given by the Company to such determination andholder, that a specific number of Registrable Securities held by such holder be included in the Piggyback Registration Statement (and related Underwritten Offering, if within thirty any); (30ii) days after receipt of such notice, such holder shall so request in writingIf the Piggyback Registration Statement relates to an Underwritten Offering, the Company Section 3(a) Notice shall use its commercially reasonable efforts to include in such registration statement all specify the name or any part names of the Registrable Shares managing underwriter or underwriters for such holder requests offering (such underwriters to be selected in accordance with Section 3(b)). The Section 3 (a) Notice shall also specify the number of securities to be registered therein; provided thatfor the account of the Company and for the account of its stockholders (other than holders of Registrable Securities), ifif any; (iii) If the Piggyback Registration Statement relates to an Underwritten Offering, in connection with any offering involving an underwriting each holder of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought Registrable Securities to be included therein must agree (y) to sell such Person's Registrable Securities on the same basis provided in the underwriting arrangements approved by (i) any holder thereof not having any such contractual, incidental registration rights, the Company and (iiz) timely to complete and execute all questionnaires, powers of attorney, indemnities, holdback agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC; (iv) If the managing underwriter or underwriters for the Underwritten Offering under the Piggyback Registration Statement determines that inclusion of all or any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect Securities in such offering would adversely affect the ability of the underwriters for such offering to which sell all of the securities requested to be included for sale in such holder has requested inclusion hereunderoffering at the best price obtainable therefor, the number of Registrable Securities that may be sold by the holders thereof shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. “Registrable Shares” means If the shares number of Common Stock securities proposed to be sold in such Underwritten Offering exceeds the number of securities that may be sold in such offering, there shall be included in the Units and offering, subject to the shares provisions of Common Stock underlying Section 4, (A) first, up to the Warrants included in the Units; provided, however, that shares maximum number of Common Stock shall cease securities to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under sold by the Securities ActCompany for its own account, or (ii) Rule 144 promulgated under the Securities Act.and

Piggyback Registration Rights. (a) The Company shall give ----------------------------- written notice to all the Holders of exercisable Warrants, Preferred Stock or Registrable Common Stock at least 10 business days prior to a filing of a Registration Statement relating to an offering of its securities other than an Excluded Offering. Each such Holder shall have the right, within 5 business days after delivery of such notice, to request in writing that the Company include all or a portion of such Holder's Registrable Common Stock in such Registration Statement ("Piggyback Registration Rights"); provided -------- that, in the case of an underwritten offering, such Holder may not include Registrable Common Stock if (i) the Common Stock (or, if the Common Stock at the time in question consists of more than one class or series of capital stock, Common Stock of the same class or series as the Registrable Common Stock proposed to be registered) is not otherwise being registered and sold in such offering and (ii) the managing underwriter for such offering determines that the inclusion of the Registrable Common Stock would materially and adversely affect such offering. (b) In the event that the proposed offering is an underwritten offering, the provisions of this Section 4.2(b) shall be applicable if the managing underwriter delivers a written Cutback Notice stating that, in its good faith opinion, the aggregate number of shares of Registrable Common Stock, plus the other securities proposed to be sold in such offering, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without materially and adversely affecting the price, timing or distribution of the securities being distributed. If the managing underwriter delivers such Cutback Notice, the securities to be included in such offering shall be determined according to the following priority: first, all securities the Company or the other Person or Persons initiating such offering proposes to sell for its own account; second, the shares of Registrable Common Stock such requesting Holders desire to sell therein and the securities desired to be sold by selling stockholders who have the right, pursuant to a Preexisting Agreement, to include such securities in such offering on a pro rata basis with such Registrable Common Stock (allocated in accordance with such Preexisting Agreement and thereafter allocated among the requesting Holders and such selling stockholders in proportion to the respective numbers of shares of Registrable Common Stock and such securities owned of record); and third, any securities proposed to be sold by other selling stockholders. (c) If at any time after giving written notice of its intention to register any securities as to which the Holders shall have the rights provided in this Section 4.2 and prior to the effective date of the Registration Statement with respect thereto, the Company shall determine for any reason not to register under or to delay registration of such securities, the Securities Act any of Company may, at its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock optionselection, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, give written notice of such determination to the Holders and, if within thirty thereupon, (30i) days after receipt in the case of such notice, such holder shall so request in writinga determination not to register, the Company shall use be relieved of its commercially reasonable efforts obligation to include register any Registrable Common Stock in connection with such registration and (ii) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Common Stock requested to be included in such registration statement all or any part of for the Registrable Shares such holder requests same period as the delay in registering the other securities proposed to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement becausebut, in its judgmenteither such case, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior without prejudice to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed Holders under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActSection 4.1.

Piggyback Registration Rights. If at any time (a) Effective upon the purchase of Common Stock pursuant to this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(e) above) or (ii) the fifth anniversary of the Purchase Date, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of August 20, 1998 between the Company and KKR 1996 Fund L.P. (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Purchaser were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthereto; provided, however, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser, Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10, (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock shall cease the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement or (iv) the product of (A) the number of shares of stock then held by the Purchaser and (B) the quotient determined by dividing (1) the total number of shares of Stock requested by KKR Affiliates (as defined below) to be Registrable Shares upon any sale registered by the Company by (2) the aggregate number of shares of Stock owned by the KKR Affiliates. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares pursuant to of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or their authorized representative) will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate or Purchaser's Trust's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (f) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

Piggyback Registration Rights. (a) If at any time the Company shall determine USC proposes to register any shares of Common Stock for its own account under the Securities Act at any time or times after the Restricted Period for a public offering, other than an Exempt Offering, in the United States of those shares for cash (each such public offering, other than an Exempt Offering, being an "Eligible Offering"), then, at each of those times, each then Holder will, subject to the terms and conditions hereof, be entitled to have such number of shares of that Holder's Registrable Common as that Holder may request in accordance with Section 3(c) registered under the Securities Act for disposition by means of the registration statement relating to that Eligible Offering. (b) In the case of each Eligible Offering, USC will deliver to each then Holder a written notice of that offering (a "Registration Notice") at least 15 days prior to its filing with the SEC of the registration statement, or the amendment thereto, which includes the Red Herring Prospectus for that offering. USC will briefly describe in eacx Xxxxxtration Notice the Eligible Offering to which that notice relates and inform the addressee that it has 10 days within which to request to include shares of its securities Registrable Common in the registration statement for that offering. (other than c) Any Holder desiring to participate in any Eligible Offering must deliver to USC within 10 days after the Holder receives the Registration Notice for that offering a written notice to that effect (a "Request Notice") which specifies the number of shares of the Holder's Registrable Common the Holder desires to have registered under the Securities Act for inclusion in that offering. Any Holder that does not deliver a Request Notice for an Eligible Offering within that 10-day period will be deemed to have waived its right to participate in that offering unless USC agrees otherwise in writing. (d) Any holder that delivers a Request Notice relating to an Eligible Offering on Form S-8 a timely basis, or Form S-4 or their then equivalents as otherwise agreed by USC, pursuant to Section 3(c) (each such Holder being a "Requesting Holder") will be entitled to offer and other than sell shares to be issued solely of its Registrable Common in that offering on the terms and conditions on which USC offers and sells shares of Common Stock in that offering if the Requesting Holder complies with the applicable provisions of Sections 5, 6 and 11; provided, however, that: (i) in connection with any acquisition USC may reserve to itself the right to be the exclusive grantor of any entity or business underwriter's overallotment option; and (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder shares of Registrable Shares Common any Requesting Holder will be entitled to offer and sell will be subject to reduction as Section 3(e) provides. (as defined below), including each holder who has e) USC will have the right to acquire determine the aggregate size of each Eligible Offering and to limit the number of shares of Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests Common to be registered therein; provided that, if, included in connection with any that offering involving an underwriting without reducing the number of shares of Common Stock to be issued offered by USC in that offering, as follows: (i) if the Company, the lead managing underwriter shall prohibit the inclusion of shares of Common Stock selected by selling holders in such registration statement USC for an Eligible Offering (or, if that offering will not be underwritten, a financial advisor to USC) determines that marketing factors render necessary or shall impose advisable a limitation on the number of shares of such Registrable Common Stock which may to be included in any such registration statement becausethat offering, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right USC will be required to include in that offering only such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all number of shares of Common Stock sought Registrable Common, if any, as that lead managing underwriter (or financial advisor, as the case may be) believes (as evidenced by its written advice to be included therein USC) will not jeopardize the success of the primary offering by (i) any holder thereof not having any such contractual, incidental registration rights, USC; and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to if USC limits the rights number of the holders shares of Registrable SharesCommon that Requesting Holders may have included in any Eligible Offering pursuant to clause (i), but does not exclude all shares of Registrable Common from that offering, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) maximum number of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Registrable Common Stock to be included in that offering on behalf of each of those Requesting Holders will be the Units product of (A) the number of shares of Registrable Common that Requesting Holder has specified in its Request Notice relating to that offering multiplied by (B) the fraction the numerator of which is the number of shares of Registrable Common that Requesting Holder has specified in its Request Notice relating to that offering and the denominator of which is the aggregate number of shares of Registrable Common Stock underlying all those Requesting Holders have specified in their Request Notices relating to that offering. If USC reasonably determines, on the Warrants basis of advice of its tax counsel or independent accountants, that the inclusion of a Requesting Holder's shares of Registrable Common in any Eligible Offering likely would jeopardize the nonrecognition status under the Internal Revenue Code of 1986, as amended, of any acquisition transaction effected by USC, USC will be entitled to limit the number of shares that Requesting Holder may have included in the Units; providedthat offering to such number, howeverif any, as USC determines will not jeopardize that shares of Common Stock shall cease status. (f) In connection with each Eligible Offering, USC, in its sole discretion, will determine whether to be Registrable Shares upon proceed with or terminate that offering and to select any sale of such shares pursuant underwriter or underwriters to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Actadminister that offering.

Piggyback Registration Rights. (a) If at any time the Purchaser is an Affiliate of the Company, effective upon the purchase of Common Stock pursuant to this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(e) above) or (ii) the fifth anniversary of the Purchase Date, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of August 18, 1995, among the Company (as successor by Merger to Crimson Acquisition Corp.) and certain of the Investors (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Purchaser were an original party (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Unitsthereto; provided, however, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Commission File No. 0-6544 Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, including shares purchased upon the exercise of Options, shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a Qualified Public Offering. If within 15 days of the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this aggregate number of shares of Common Stock shall cease the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be Registrable Shares upon any sale included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such shares pursuant to Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) a registration statement filed under first, 100% of the Securities Act, or shares of Stock the Company proposes to sell and (ii) Rule 144 promulgated second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all Commission File No. 0-6544 requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's agent and attorney-in-fact with full power and authority to act under the Securities ActCustody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (f) The Purchaser agrees that he will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10. (g) Notwithstanding anything to the contrary in the foregoing, the Purchaser shall have no registration rights under this Section 10 unless he is an Affiliate of the Company.

Piggyback Registration Rights. If at At any time prior to the second anniversary of this Agreement, whenever the Company shall determine proposes to register any Common Stock under the Securities Act any of 1933, as amended (the "Securities Act"), for its securities (own account or for the account of a shareholder of the Company, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-8 or Form S-4 or their then equivalents and other than shares Form S-1 under the Securities Act (or a successor to be issued solely Form S-4 or Form S-1) (i) in connection with any acquisition of any entity such offering or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plansissuance being an "Exempt Offering"), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company will give Leibman, Orr, Aron and Gaylor (each a "Holdex") writxxx xxtice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the United States Securities and Exchange Commission (the "SEC"). Such notice shall use its commercially reasonable efforts specify the approximate date on which the Company proposes to include in file such registration statement all or any part and shall contain a statement that the Holder is entitled to participate in such offering and shall set forth the number of shares of Common Stock underlying the Holder's Replacement Warrant (the "Registrable Common") that represents the best estimate of the lead managing underwriter (or if not known, the Company) that will be available for sale by the holders of Registrable Shares Common in the proposed offering. If the Company shall have delivered a Registration Notice, the Holder shall be entitled to participate on the same terms and conditions as the Company in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 1. The Holder desiring to participate in such holder requests offering shall notify the Company no later than 10 days following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such Holder then desires to be registered therein; provided thatsell in the public offering. The Holder desiring to participate in the public offering may include shares of Registrable Common in the registration statement relating to such offering, if, in connection with any offering involving an underwriting to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be issued offered and sold by the Company, Company to be included therein. If the lead managing underwriter shall prohibit selected by the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose Company for a public offering determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such Common Stock which may offering, there shall be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all offering only that number of shares of Common Stock sought Registrable Common, if any, requested to be included therein by (i) any holder thereof in the offering that such lead managing underwriter reasonably and in good faith believes will not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to jeopardize the rights success of the holders of Registrable Sharesoffering, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that if the lead managing underwriter determines that marketing factors require a limitation on the number of shares of Registrable Common Stock shall cease to be offered and sold as aforesaid and so notifies the Company and the requesting Holder in writing, the number of shares of Registrable Shares upon any sale Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities ActRegistrable Common.

Piggyback Registration Rights. If at any time (a) Effective upon the Company purchase of Common Stock pursuant to this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(e) above) or (ii) the fifth anniversary of the Purchase Date, the Purchaser hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of September 30, 1996, among the Company, Strata Associates, L.P. and KKR Partners II, L.P. (the "Registration Rights Agreement") and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall determine to register under have all of the Securities Act any rights and privileges of its securities the Registration Rights Agreement, in each case as if the Purchaser were an original party (other than on Form S-8 the Company) thereto; PROVIDED, HOWEVER, that the Purchaser shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or Form S-4 or their then equivalents and other than the Purchaser's Estate, including shares purchased upon the exercise of Options, shall be deemed to be issued solely Registrable Securities as defined in the Registration Rights Agreement. (ib) The Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with any acquisition a Qualified Public Offering. If within 15 days of any entity the receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or business the Purchaser's Estate a written request (a "Request") to register shares of Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), shares of Stock will be so registered as provided in this Section 10; PROVIDED, HOWEVER, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all shares of Stock which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) upon the exercise maximum number of stock options, shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10 or (iii) pursuant to employee benefit plans), it shall send to each holder the maximum number of Registrable Shares shares which the Purchaser (as defined below), including each holder who has pro rata based upon the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion aggregate number of shares of Common Stock by selling holders the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in such registration statement or shall impose a limitation on writing that, in its opinion, the number of shares of such Common Stock which may requested to be included in any the Proposed Registration exceeds the number which can be sold in such registration statement becauseoffering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in its judgmentsuch Qualified Public Offering as contemplated by the Company, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to then the Company will include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by Proposed Registration (i) any holder thereof not having any such contractualfirst, incidental registration rights, 100% of the shares of Stock the Company proposes to sell and (ii) any holder thereof having contractualsecond, incidental registration rights subordinate and junior to the rights extent of the holders number of Registrable Shares, the Company shall then shares of Stock requested to be obligated to include included in such registration statement only which, in the opinion of such limited portion managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the "Holders" (which may as defined in the Registration Rights Agreement), including, without limitation, the Purchaser and Other Purchasers have requested to be none) included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the Registrable Shares relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser will deliver to and deposit in custody with the Units custodian and the attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock underlying (duly endorsed in blank by the Warrants included registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Units; provided, however, that shares of Common Stock shall cease Purchaser's agent and attorney-in-fact with full power and authority to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed act under the Securities Act, or Custody Agreement and Power of Attorney on the Purchaser's behalf with respect to the matters specified therein. (iif) Rule 144 promulgated under The Purchaser agrees that he will execute such other agreements as the Securities ActCompany may reasonably request to further evidence the provisions of this Section 10.