Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If If, at any time after July 1, 1999 ----------------------------- and expiring July 1, 2004, the Company has registered or has determined proposes to register any of its securities under the Securities Act of 1933, as amended ("Act") (except for its own account registrations on Forms S-8 or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”their equivalent), the Company it will give the Holders written notice thereof promptly by registered mail, at least thirty (but in no event less than 15 30) days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in of each such registration all Registrable Securities requested statement, to be included therein pursuant Holder of its intention to do so. If Holder notifies the written request of one or more Holders received Company within 10 twenty (20) days after delivery receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf any such notice of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of its desire to include any such shares of Common Stock and other Registrable Securities proposed to be included issuable upon exercise of this Warrant in such proposed registration exceeds the Maximum Number of Sharesstatement, the Company shall include in afford Holder the opportunity to have any such registration: (i) first, the number of shares of Common Stock registered under such registration statement at the Company's sole cost and expense. These rights may be exercised at any time on an unlimited number of occasions prior to July 1, 2004, subject to the absolute discretion of any underwriter of the Company's securities requesting that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested held by the Holder not be sold for a period not to exceed 180 days from the effective date of the Company's initial underwritten public offering. If the underwriter believes that the total amount of securities sought to be included therein registered by holders the Holder and any other holder of Common Stock and other Registrable Securitiessimilar rights exceeds the amount of securities that the underwriter deems advisable to include in the offering, including Holders who have provided notice in accordance with this Section 4.02(a), only the pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by Holder with all other holders of shares of Common Stock and other Registrable Securitiesrequesting registration pursuant to piggyback registration rights, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration)any, pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to shall be included therein by such holders or as such holders and so registerable. If the Company files a registration statement on Form S-8 and this Warrant may otherwise agree; and (iii) third, be registered under the number of shares of Common Stock Act at that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offeringtime, the Company shall have agrees to include the right to select, Warrant and Common Shares in its sole discretion, the managing underwriter or underwriters to administer any such offeringregistration. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (ai) If at any time the Company has registered or has determined plans to file a registration statement under the Securities Act on a Form S-3 to register any shares of Common Stock for sale by it or any of its securities for its own account stockholders (the "Piggyback Registration Statement") (except in connection with any stock option plan, stock purchase plan, savings or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”similar plan), the Company will give shall provide the Holders Holder with the right to include- Warrant Shares on the Piggyback Registration Statement (the "Piggyback Right") , if the Holder is the stockholder of record of any Warrant Shares at such time or has the vested right to acquire any Warrant Shares pursuant to this Warrant Agreement at such time, by providing the Holder with at least thirty (30) days prior written notice thereof promptly thereof. At the written request of the Holder, given within twenty (but in no event less than 15 20) days prior after the receipt of such notice, the Company will use its best efforts to cause all of the anticipated filing date) and, subject to Section 4.02(c), Warrant Shares for which registration shall include in such registration all Registrable Securities have been requested to be included therein pursuant to in the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration Statement. The Company shall provide the Holder with four Piggyback Rights to register Warrant Shares under this provision. (ii) In the event that the proposed offering is initiated as a primary an offering by the Company that is, in whole or in part, an underwritten public offering on behalf of the Companyshares of Common Stock, and the managing underwriters determine and advise in writing that the Company and inclusion of the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities Warrant Shares proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of underwritten public offering and any other issued and outstanding shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and or other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(ssecurity holders of the Company (the "Other Shares") requesting such registration; would interfere with the successful marketing (iiincluding pricing) secondof the shares, the number of shares of Common Stock the Holder's Warrant Shares and other Registrable Securities requested the Other Shares to be included therein by in such underwritten public offering shall be reduced first, pro rata among the Holder and the holders of Other Shares (other than the holders of shares of Common Stock and other Registrable Securitiesthe Company's Class A Convertible Preferred Stock, including par value $.01 per share (the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration"Class A Preferred Stock"), pro rata among such holders on the basis of Company's Class B Convertible Preferred Stock, par value $.01 per share (the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third"Class B Preferred Stock"), the number of shares of Common Stock that have been issued upon conversion of the Company proposes to sell. (c) If Class A Preferred Stock and the Class B Preferred Stock, and any Piggyback Registration is a primary shares of Common Stock or secondary underwritten offering, the Company shall have the right to select, other securities issued in its sole discretion, the managing underwriter or underwriters to administer respect of any such securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event ("Original Registration Stock")); second, if necessary, pro rata among the holders of Original Registration Stock, based upon the number of shares requested by holders thereof to be registered in such underwritten public offering. (d) The Company shall not grant to any Person ; and lastly, if necessary, among the right to request Company's shares requested by the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02be registered.

Piggyback Registration Rights. (a) If Subject to Section 2.4(c), if the Company at any time the Company has registered or has determined proposes to register any file an Underwritten Offering Filing for an Underwritten Offering of its securities shares of Common Stock for its own account or for the account of any other security holders of the Company on any Persons who have or have been granted registration form (rights, other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Holders (a “Piggyback RegistrationUnderwritten Offering”), the Company it will give the Holders written notice thereof promptly (but in no event less than 15 days prior of such Piggyback Underwritten Offering to each Holder, which notice shall include the anticipated filing date) date of the Underwritten Offering Filing and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ 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 shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company proposes shall use its commercially reasonable efforts to sellinclude 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 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 Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) secondin the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be 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 Company shall 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 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 the Company or such other Persons who have or have been granted registration rights (and any other Registrable Securities shares of Common Stock requested to be included therein by holders of Common Stock and any other Registrable Securities, including Persons having registration rights on parity with the Piggybacking Holders who have provided notice in accordance with this Section 4.02(arespect to such offering), pro rata among all would materially adversely affect such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include in such registration: (i) firstPiggyback 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 requested to be included therein by in the holder(sfollowing priority: (i) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on Underwritten Offering is for the basis account of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) thirdCompany, the number of first, all shares of Common Stock that the Company proposes to sell.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 Common Stock each requested to be included), and third, 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); (cii) If if the notice of a Piggyback Underwritten Offering pursuant to Section 2.4(a) is given on or prior to the third (3rd) anniversary of the Xxxxx Closing Date, the Piggyback Underwritten Offering is for the account of any Piggyback Registration is a primary other Persons who have or secondary underwritten offeringhave been granted registration rights, first, all shares of Common Stock 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), second, 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), and third, the Company shall have Securities; or (iii) if the right notice of a Piggyback Underwritten Offering pursuant to select, in its sole discretionSection 2.4(a) is given after the third (3rd) anniversary of the Xxxxx Closing Date, the managing underwriter Piggyback Underwritten Offering is for the account of any other Persons who have or underwriters have been granted registration rights, first, the shares of Common Stock that such other Persons propose to administer any include (pro rata among such offering. other Persons based on the number of shares of Common Stock each requested to be included), second, all shares of Common Stock that the Piggybacking Holders propose to include (d) The Company shall not grant pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to any Person the right to request be included), and third, the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Securities.

Piggyback Registration Rights. (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the Company has registered 24-month period after the Effective Date, either on its own behalf or has determined to register that of any of its securities shareholders for its own account or for the account an offering of other security holders shares of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion capital stock of the Registrable Securities (a “Piggyback Registration”)Corporation for cash or securities, the Company will Corporation shall give the Holders written notice thereof as promptly (but in no event less than 15 days prior as possible of such proposed registration to each Shareholder and shall use reasonable efforts to include all of the anticipated filing dateshares of the Stock owned by the Shareholders ( the "Seller" or "Registering Shareholder" and collectively the "Sellers" and "Registering Shareholders") and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written statements as such Seller shall request of one or more Holders received within 10 days after delivery receipt of such notice from the Corporation, provided, that (A) if shares of the Company’s notice. If a Piggyback Registration is initiated as a primary Stock are being offered by the Corporation in an underwritten offering offering, any shares of the Stock proposed to be included in the registration statement on behalf of the CompanySeller shall be included in the underwriting offering on the same terms and conditions as the stock being offered by the Corporation, and (B) the managing underwriters advise the Company and the Holders that in their reasonable opinion the Seller shall be entitled to include such number of shares of Common the Stock and other Registrable Securities proposed owned by the Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration exceeds statement to the Maximum Number total number of Shares, shares of the Company shall include in such registration: (i) first, Stock owned by him is equal to the proportion that the number of shares of Common the Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed Sellers to be included in such registration exceeds statement bears to the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the total number of shares of Common the Stock requested to be included therein owned by the holder(s) requesting such registration; all Sellers (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock except that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company each Seller shall have the right to selectnot exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 36-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by the Sellers in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion, discretion and without the managing consent of the Sellers and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by the Sellers in such registration statement if the Corporation is advised in writing by its underwriter or underwriters to administer any such investment banking firm that it reasonably believes that the inclusion of the Sellers' shares would have an adverse effect on the offering. (db) The Company A registration filed pursuant to this Section 1.1(a) shall not grant be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any Person registration statement filed pursuant to Section 1.1(a) becomes effective and prior to the right time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to request actions or omissions to act of the Company Corporation , such registration statement shall not be considered one of the registrations applicable pursuant to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.021.1(a).

Piggyback Registration Rights. If (ai) If the Trimaran Group proposes to cause the Company to effect a Qualified Public Offering pursuant to Section 5.2 hereof or (ii) at any time following the consummation of a Qualified Public Offering the Company has registered proposes to effect a Registration, whether or has determined to register any of its securities not for sale for its own account and (subject to the provisions of Section 7.1 above) whether or for not pursuant to the account exercise of other security holders any of the Company on any demand registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)rights referred to in Section 7.1 hereof, the Company will each such time, subject to the provisions of Sections 7.1 and 7.2(c), give the Holders prompt written notice thereof promptly to all Stockholders (but in no event less than 15 and such other Persons granted such piggyback registration rights) of record of Registrable Securities of its intention to do so and of the rights under this Article VII of such Stockholder (and such other Persons granted such piggyback registration rights), at least ten (10) days prior to the anticipated filing datedate of the registration statement relating to such Registration; provided that Stockholders holding vested Options (including Exchange Options) and, subject may not register any Options pursuant to Section 4.02(c), this Article VII but Holders may exercise “piggyback registration rights” under this Article VII with respect to any shares of Company Stock received by such Person upon the exercise of Options prior to the applicable Registration. Such notice shall offer all such Stockholders (and such other Persons granted such piggyback registration rights) the opportunity to include in such registration all statement such number of Registrable Securities requested to be included therein pursuant to as each such Stockholder may request. Upon the written request of one any such Stockholder (or more Holders received such other Persons granted such piggyback registration rights) made within 10 ten (10) days after delivery the receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion notice (which request shall specify the number of shares of Common Stock and other Registrable Securities proposed intended to be disposed of by such Stockholder), the Company will use its best efforts to effect the Registration under the Securities Act and the qualification under any applicable state securities or blue sky laws of all Registrable Securities which the Company has been so requested to register by the Stockholders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided, that: (a) if such Registration involves an underwritten public offering, all Stockholders requesting that their Registrable Securities be included in the Company’s Registration must, upon request by the underwriter(s), sell their Registrable Securities to such underwriter(s) selected by the Company (or the Requesting Stockholders in accordance with Section 7.1, as the case may be) on the same terms and conditions as apply to the Company or any selling security holder (or on equivalent terms and conditions, in the event that such Requesting Stockholders hold different securities from those being sold by the Company or such selling security holder), including, without limitation, executing and delivering such underwriting agreements or other related agreements to which the Company or any such selling security holder has agreed to execute and deliver; (b) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 7.2 and prior to the effective date of the registration statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Stockholders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to the rights of the Stockholders immediately to request that such registration be effected as a Registration under Section 7.1); (c) if a Registration pursuant to this Section 7.2 involves an underwritten public offering, any Stockholder holding Registrable Securities requesting to be included in such Registration may elect, in writing at least seven (7) days prior to the effective date of the registration exceeds the Maximum Number of Sharesstatement filed in connection with such Registration, not to register such securities in connection with such Registration; (d) the Company shall include not be required to effect any Registration of shares of Company Stock under this Section 7.2 incidental to the registration of any of its securities in such registration: connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans (i) firstincluding, without limitation, any registration of securities on a Form S-4 or S-8 registration statement or any successor or similar forms), other than in connection with an employee stock ownership plan meeting the number requirements of § 1042 of the Code and involving an acquisition by an employee stock ownership plan of more than 30% of the outstanding shares of Common Stock that the Company proposes to sellcalculated on a fully-diluted basis (excluding any unexercised options); and and (iie) second, the number no Registration of shares of Common Company Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with effected under this Section 4.02(a), pro rata among all such holders on 7.2 shall relieve the basis Company of the number its obligation to effect a Registration of shares of Common Company Stock and other Registrable Securities requested pursuant to be included therein by all such holders or as such holders and the Company may otherwise agreeSection 7.1. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time So long as the Holders hold Registrable Securities, if the Company has registered proposes or has determined is required to register any file with the SEC a registration statement (the "Piggyback Registration Statement") under the Securities Act in connection with an Underwritten Offering of its securities for its own account or for the account of other security holders of the Company on any registration form Common Stock (other than Form S-4 or S-8) which permits a registration statement on a form that does not permit the inclusion therein of the Registrable Securities (a “Piggyback Registration”Securities), the Company will each such time give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior of its intention to the anticipated filing date) and, subject do so to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to each Holder. Upon the written request of one or more Holders received any Holder given within 10 days after the delivery or mailing of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of such notice by the Company, the Company will use reasonable best efforts to include in such Piggyback Registration Statement that number of the Registrable Securities specified by Holder in such written request (subject to the limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as to permit the public sale of such Requested Shares; provided that if the managing underwriter or underwriters of such Underwritten Offering advise the Company and the Holders that in their reasonable opinion marketing factors require a limit on the number of shares to be underwritten, the Company may (subject to the limitations set forth in the following sentence and based on the written recommendation of Common Stock the underwriter) exclude or limit the number of Requested Shares to be sold pursuant to such Piggyback Registration Statement. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other Registrable Securities proposed shares ("Other Shares") requested to be included in such registration exceeds the Maximum Number Piggyback Registration Statement and underwriting by other persons or entities that are then stockholders of Shares, the Company shall include in such registration: (i) first"Other Holders"), the number of after providing for all shares of Common Stock that the Company proposes to sell; offer and sell for its own account, shall be allocated among the Requesting Holders and Other Holders pro rata on the basis of (i) the number of Requested Shares then held by the requesting Holders, and (ii) second, the aggregate number of shares of Common Stock and other Registrable Securities requested to be included therein Other Shares then held by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreeOther Holders. (b) If a Piggyback Registration is initiated as an underwritten The right of any Holder to registration on behalf shall be conditioned upon (i) such Holder's execution of a holder of shares of Common Stock other than the Holders, underwriting agreement agreed to among the Company and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in for such registration exceeds the Maximum Number of SharesUnderwritten Offering, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number such Holder's completion and execution of shares of Common Stock all customary questionnaires and other Registrable Securities requested to documents which must be included therein by other holders of shares of Common Stock and other Registrable Securitiesexecuted in connection with such underwriting agreement, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that such Holder supplying the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, and the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company additional information as may be necessary to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Holder's Registrable Securities.

Piggyback Registration Rights. (a) If Subject to Section 2.4(c), if the Company at any time the Company has registered or has determined proposes to register any file an Underwritten Offering Filing for an Underwritten Offering of its securities shares of Common Stock for its own account or for the account of any other security holders of the Company on any Persons who have or have been granted registration form (rights, other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Holders (a “Piggyback RegistrationUnderwritten Offering”), the Company it will give the Holders written notice thereof promptly (but in no event less than 15 days prior of such Piggyback Underwritten Offering to each Holder, which notice shall include the anticipated filing date) date of the Underwritten Offering Filing and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ 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 shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company proposes shall use its commercially reasonable efforts to sellinclude 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 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 Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) secondin the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be 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 Company shall 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 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 the Company or such other Persons who have or have been granted registration rights (and any other Registrable Securities shares of Common Stock requested to be included therein by holders of Common Stock and any other Registrable Securities, including Persons having registration rights on parity with the Piggybacking Holders who have provided notice in accordance with this Section 4.02(arespect to such offering), pro rata among all would materially adversely affect such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include in such registration: (i) firstPiggyback 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 requested to be included therein by in the holder(sfollowing priority: (i) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on Underwritten Offering is for the basis account of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) thirdCompany, the number of first, all shares of Common Stock that the Company proposes to sell.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 Common Stock each requested to be included), and third, 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); (cii) If if, during the three-year period following the Closing Date, the Piggyback Underwritten Offering is for the account of any Piggyback Registration is a primary other Persons who have or secondary underwritten offeringhave been granted registration rights, first, all shares of Common Stock 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), second, 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), and third, the Company shall have Securities; or (iii) if, after the right to select, in its sole discretionthree-year period following the Closing Date, the managing underwriter Piggyback Underwritten Offering is for the account of any other Persons who have or underwriters have been granted registration rights, first, the shares of Common Stock that such other Persons propose to administer any include (pro rata among such offering. other Persons based on the number of shares of Common Stock each requested to be included), second, all shares of Common Stock that the Piggybacking Holders propose to include (d) The Company shall not grant pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to any Person the right to request be included), and third, the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Securities.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 5.02 hereof) on any a form that would permit registration form (of Registrable Securities, other than Form S-4 a Registration Statement (i) filed in connection with any employee stock option or S-8other benefit plan, (ii) which permits the inclusion for an exchange offer or offering of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed 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 the Holders that in their reasonable opinion the number type of shares of Common Stock and other Registrable Securities proposed securities to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, 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 five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that 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 include 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 offered for the accounts of Stockholders shall be determined based on the provisions of Section 5.03(c). (b) Subject to Section 5.03(c), the Company shall, in good faith, cause such Registrable Securities to be included in such registration: Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Stockholders pursuant to this Section 5.03 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 5.03 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (ic) firstIf the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Stockholders participating in the Piggyback Registration that the dollar amount or number of shares of Common Stock that the Company proposes desires to sell; and , taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Stockholders hereunder, (ii) secondthe Registrable Securities as to which registration has been requested pursuant to Sections 5.01 and 5.02, and (iii) the number of shares of Common Stock and Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis stockholders of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of SharesSecurities, then: i. If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration: (A) first, shares of Common Stock or other equity securities that the Company desires to sell for the Company’s account, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 5.02 and 5.03 hereof, pro rata based on the respective number of Registrable Securities that each Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Stockholders have requested be included in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities ii. If the Registration is pursuant to a request by persons or entities other than the Stockholders or the Company, then the Company shall include in any such registration: Registration (iA) first, the number of shares of Common Stock requested to or other equity securities, if any, of such requesting persons or entities, other than the Stockholders, which can be included therein by sold without exceeding the holder(s) requesting such registration; Maximum Number of Securities; (iiB) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 5.02 and 5.03 hereof, pro rata based on the respective number of Registrable Securities that each Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Stockholders have requested be included in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and other Registrable Securities requested to be included therein by other holders of (C), shares of Common Stock and or other Registrable Securities, including equity securities for the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis account of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders persons or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock entities that the Company proposes is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company iii. Any Stockholder shall have the right to select, withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in its sole discretionconnection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the managing underwriter or underwriters Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to administer any such offeringits withdrawal under this Section 5.03. (d) The Company For purposes of clarity, any Registration effected pursuant to Section 5.03 hereof shall not grant to any Person the right to request the Company to register any Common Stock in be counted as a Piggyback Registration unless such rights are consistent with the provisions of this effected under Section 4.025.02 hereof.

Piggyback Registration Rights. (a) If At any time after the Effective Date, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act (t being understood that Form S-4 is not a form that would permit registration of the Registrable Securities for sale to the public under the Securities Act), each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that: (i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities); (ii) if, at any time the Company has registered or has determined after giving such written notice of its intention to register any of its securities such Registrable Securities for its own account or for sale, and prior to the account of other security holders effective date of the Registration Statement filed in connection with such registration, the Company on shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration form shall be borne by the Company in accordance with Section 2.03 hereof; and (other than Form S-4 or S-8iii) which permits the inclusion Company shall have no obligation to provide registration rights pursuant to this Section 2.02 during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 60 days after the effective date of, a registration subject to Section 2.01 hereof; provided, however, that the Company uses its reasonable best efforts to cause such Registration Statement to become effective. (b) In connection with any Public Offering with respect to which Holders shall have requested registration pursuant to this Section 2.02, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities Securities) that the Company, the Holders and any other Person intend to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (a the “Piggyback RegistrationRegistration Maximum Offering Size”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration registration, in the following priority, up to the Piggyback Registration Maximum Offering Size: (i) first, all the Other Securities that the Company proposes to include in such registration; (ii) second, the Registrable Securities requested to be registered pursuant to this Section 2.02; if the number of Registrable Securities requested to be included therein pursuant to exceeds the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf Maximum Offering Size less the number of Other Securities to be sold by the Company, and then the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds (representing the Piggyback Registration Maximum Number of Shares, the Company shall include in such registration: (i) first, Offering Size less the number of shares of Common Stock that Other Securities to be sold by the Company proposes to sell; and (iiCompany) second, shall be allocated pro rata among the Holders requesting registration based on the number of shares of Common Stock and other Registrable Securities securities duly requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in by each such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registrationHolder; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.and

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any of its securities Common Stock for its own account or for the account of other security any holders of such securities, and the Company on any registration form (other than Form S-4 to be filed may be used for the registration or S-8) which permits the inclusion qualification for distribution of the Registrable Securities (a “Piggyback Registration”)Warrant Shares, the Company will give the Holders prompt written notice thereof promptly to the Holder of its intention to effect such a registration (but in no event less than 15 20 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall and will include in such registration all Registrable Securities requested Warrant Shares with respect to be included therein pursuant to which the Company has received a written request of one or more Holders received from the Holder for inclusion therein within 10 days after delivery the date of the Company’s noticenotice (a “Piggyback Registration”). The Company may terminate or withdraw any registration under this Section 4 prior to the effectiveness of such registration, whether or not the Holder has elected to include Warrant Shares in such registration. (b) If the registration referred to in Section 4(a) is proposed to be underwritten, the right of the Holder to registration pursuant to this Section 4 will be conditioned upon the Holder’s participation in such underwriting and the inclusion of the Holder’s Warrant Shares in the underwriting, and the Holder will (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) If a Piggyback Registration is initiated as a relates to an underwritten primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number which can be sold without adversely affecting the marketability of Sharessuch offering (including an adverse effect on the per share offering price), then the Company shall will include in such registrationregistration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the number of shares of Common Stock requested securities the Company proposes to be included therein sell (if the offering involves a primary offering by the holder(s) requesting such registration; Company), and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (Warrant Shares if the Holders have elected Holder has requested registration of such Warrant Shares pursuant to include Registrable Securities Section 4(a) and any other security holders participating in such Piggyback Registration)registration, pro rata among such holders on the basis of the aggregate number of such securities or shares of Common Stock and other Registrable Securities requested to be included therein owned by each such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offeringperson. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.024 shall terminate when the Warrant Shares may be sold by the Holder under Rule 144. (e) The Company will pay for all fees, costs and expenses of any Piggyback Registration, other than any underwriter’s discounts or commissions.

Piggyback Registration Rights. (a) If at (but without any time obligation to do so) the Company has registered shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or has determined to register the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities (not already covered by an effective registration statement) such Holder requests to be registered, subject to customary underwriter cutbacks applicable to holders of registration rights (as described in Section 14(b) below) and subject to restrictions in applicable registration rights agreements. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 14 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (b) In connection with any offering involving an underwriting of equity securities being issued by the Company for its own account or for the account of other security holders of the Company on any others pursuant to a registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)statement, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior shall not be required under this Section 14 to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all statement the Registrable Securities held by any Holder unless such Holder accepts and agrees to the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of Registrable Securities requested to be included therein pursuant to in such offering exceeds the written request amount of one or more Holders received within 10 days after delivery Registrable Securities that the underwriters determine in their sole discretion is compatible with the success of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf (after taking into account the maximum number of the Company, and the managing underwriters advise shares to be sold by the Company and the Holders that other selling stockholders, if any, in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering), then the Company shall be required to include in such registration: (i) first, the offering only that number of shares of Common Stock Registrable Securities that the Company proposes to sell; and (ii) second, underwriters determine in their sole discretion will not jeopardize the number success of shares the offering. In the event that the underwriters determine that less than all of Common Stock and other the Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to registered can be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include Registrable Securities that are included in such registration: (i) first, offering shall be apportioned pro rata among the selling Holders based on the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein held by other holders of shares of Common Stock and other Registrable Securities, including the all selling Holders (if the Holders have elected to include Registrable Securities or in such Piggyback Registration), pro rata among other proportions as shall mutually be agreed to by all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellselling Holders. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (ai) If at any time Whenever the Company has registered or has determined proposes to register any of its securities for its own account under the Securities Act, either pursuant to an underwritten primary registration on behalf of the Company or for the account pursuant to an underwritten secondary registration on behalf of other security a holder or holders of the Company on any registration form Company’s securities (other than on Form S-4 S-0, Xxxx X-0 or S-8any successor form) which permits and the inclusion registration form to be used may be used for the registration of the any Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject each holder of Registrable Securities of its intention to Section 4.02(c), shall effect such a registration and will include in such registration all Registrable Securities requested (subject to, and in accordance with, the priorities set forth in Section 6(b)(ii) hereof), with respect to be included therein pursuant to which the Company has received written request of one or more Holders received requests for inclusion within 10 ten (10) days after delivery of the Company’s notice. notice to each holder of Registrable Securities. (ii) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters underwriter(s) advise the Company and in writing, or the Holders Board of Directors determines, that in their reasonable opinion opinion, the number of shares of Common Stock and other Registrable Securities proposed requested to be included in such registration exceeds the Maximum Number of Sharesnumber which can be sold in such offering without adversely affecting the marketability or pricing thereof, the Company shall will include in such registration: registration up to an aggregate amount determined advisable by such underwriter(s): (i) first, the number of any shares of Common Stock that the Company proposes desires to sellregister; and (ii) second, the number of any shares of Common Stock and other Registrable Securities requested to be included therein registered by holders the holder(s) of Common Stock pursuant to which the Registration Statement is being filed and other to which the holders of Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), Securities hereunder are receiving Piggyback Registration; and (iii) pro rata among all such the holders of Registrable Securities on the basis of the number of shares of Common Stock and other Registrable Securities which are requested to be included therein by all such holders or as such holders and registered hereunder. (iii) Notwithstanding anything herein to the contrary, the Company may otherwise agree. (bwithdraw any registration statement referred to in this Section 6(b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If at any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, time in its sole discretion, discretion without thereby incurring any liability or expense to the managing underwriter or underwriters to administer any such offeringholders of Registrable Securities. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Subject to Section 2.4(c), if the Company at any time the Company has registered or has determined proposes to register any file an Underwritten Offering Filing for an Underwritten Offering of its securities shares of Common Stock for its own account or for the account of any other security holders of the Company on any Persons who have or have been granted registration form (rights, other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Holders (a “Piggyback RegistrationUnderwritten Offering”), the Company it will give the Holders written notice thereof promptly of such Piggyback Underwritten Offering to each Holder (but in no event less other than 15 days prior to any Opt-Out Holder), which notice shall include the anticipated filing date) date of the Underwritten Offering Filing and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ 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 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 shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company proposes shall use its commercially reasonable efforts to sellinclude 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 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 Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) secondin the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be 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 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 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 the Company or such other Persons who have or have been granted registration rights (and any other Registrable Securities shares of Common Stock requested to be included therein by holders of Common Stock and any other Registrable Securities, including Holders who have provided notice in accordance Persons having registration rights with this Section 4.02(arespect to such offering), pro rata among all would materially and adversely affect such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include in such registration: 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 Holder Securities, pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to be included therein by included, and (3) third, to the holder(s) requesting extent that the number of Company Securities plus the number of 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 registration; (ii) second, other Persons based on the number of shares of Common Stock and other Registrable Securities each requested to be included therein by (or on such other holders basis of shares allocation among such other Persons as may be provided for in the instruments governing the registration rights of Common Stock and other Registrable Securities, including the Holders such Persons with respect to such Piggyback Underwritten Offering); (ii) if the Holders Piggyback Underwritten Offering is initiated on or before the third anniversary of the Closing Date for the account of any other Persons who have elected to include Registrable Securities in such Piggyback Registration)or have been granted registration rights: (1) first, the Holder Securities, pro rata among such holders the Piggybacking Holders based on the basis of the number of shares of Common Stock and each requested to be included, (2) second, to the extent that the number of Holder Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that such other Registrable Securities Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included therein by (or on such holders or other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such holders and the Company may otherwise agree; and Persons with respect to such Piggyback Underwritten Offering), and (iii3) third, to the extent that the number of Holder Securities plus the number of shares of Common Stock that such other Persons propose to include is less than the Section 2.4 Maximum Number of Shares, any Company proposes to sell.Securities; or (ciii) If if the Piggyback Underwritten Offering is initiated after the third anniversary of the Closing Date for the account of any Piggyback Registration is a primary other Persons who have or secondary underwritten offeringhave been granted registration rights: (1) first, the Company shall have shares of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the right number of shares of Common Stock each requested to selectbe 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, in its sole discretionto 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 managing underwriter or underwriters Holder Securities, pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to administer any such offering.be included, and (d3) The third, to the extent that the number of shares of Common proposed to be included by such other Persons plus the number of Holder Securities is less than the Section 2.4 Maximum Number of Shares, any Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Securities.

Piggyback Registration Rights. (a) If at any Each time the Company has registered or has determined Corporation elects to register proceed with the preparation and filing of a Prospectus under any Canadian Securities Laws in connection with a proposed Distribution of any of its securities for securities, whether by the Corporation or any of its own account security holders, the Corporation shall give written notice thereof to the Investor as soon as practicable. In such event, the Investor shall be entitled, by notice in writing given to the Corporation within ten (10) days (except in the case of a “bought deal” in which case the Investor shall have only twenty-four (24) hours) after the receipt of any such notice by the Investor, to require that the Corporation cause any or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion all of the Registrable Securities held by the Investor (the “Piggyback Registrable Securities”) to be included in such Prospectus (such qualification being hereinafter referred to as a “Piggyback Registration”). Notwithstanding the foregoing: (a) in the event the lead underwriter or lead agent for the offering advises the Corporation and the Investor that in its good faith opinion, the Company will give inclusion of such Registrable Securities may materially and adversely affect the Holders written notice thereof promptly (but in no event less than 15 days prior to price or success of the anticipated filing date) andoffering, subject to Section 4.02(c), the Corporation shall include in such registration all Registrable Securities requested to be included therein pursuant to Registration, in the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registrationfollowing priority: (i) first, the such number of shares of Common Stock that securities the Company Corporation proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the a number of shares of Common Stock and other Piggyback Registrable Securities requested by the Investor to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among Registration to the extent that such holders on lead underwriter or lead agent reasonably believes such securities may be included in the basis offering without materially and adversely affecting the price or success of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agreeoffering; and (iii) third, the such number of shares other securities requested by any other shareholder of Common Stock the Corporation to be included in such Registration to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the Company proposes offering without materially and adversely affecting the price or success of the offering. (b) the Corporation may at any time, and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to sell.participate; (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company Investor shall have the right to selectwithdraw its request for inclusion of its Piggyback Registrable Securities in any Prospectus pursuant to this Section 4.2 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that: (i) such request must be made in its sole discretionwriting five (5) Business Days prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such offering; and (ii) such withdrawal will be irrevocable and, after making such withdrawal, the managing underwriter or underwriters to administer Investor will no longer have any such offering. (d) The Company shall not grant to any Person the right to request include its Piggyback Registrable Securities in the Company offering pertaining to register any Common Stock in a Piggyback Registration unless which such rights are consistent with the provisions of this Section 4.02withdrawal was made.

Piggyback Registration Rights. (a) If Except with respect to a registration under Article I, if at any time the Company has proposes to file a Registration Statement, or conduct the offer and sale of securities registered or has determined to register any on a shelf Registration Statement (a “Company Take-Down”), in each case in connection with an underwritten public offering of its securities for shares of Common Stock (a “Piggyback Offering”), whether on its own account behalf or for the account on behalf of any other security holders of the Company on any registration form person (other than the Holders), the Company shall give prompt written notice (the “Piggyback Notice”) to all Holders of the Company’s intention to conduct such underwritten Piggyback Offering; provided, however, that the foregoing notice requirement shall not apply to registrations on Form S-8 or Form S-4 or S-8any successor forms thereto or filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan. (b) The Piggyback Notice shall be given, (i) in the case of a Piggyback Offering that is a Company Take-Down in the form of a “bought deal,” not less than two (2) business days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Company Take-Down; (ii) in the case of a Piggyback Offering that is a Company Take-Down other than a “bought deal,” not less than five (5) business days, in each case under this clause (ii), prior to the expected date of commencement of marketing efforts for such Company Take-Down; or (iii) in the case of any other Piggyback Offering, not less than five (5) business days prior to the public filing of the Registration Statement for such Piggyback Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Piggyback Offering the number of Registrable Securities of the same class and series as those proposed to be registered as they may request, subject to Section 2.6(d). (c) Subject to Section 2.6(d), the Company shall include in each such Piggyback Offering such Registrable Securities for which permits the Company has received written requests (each, a “Piggyback Request”) for inclusion therein from participating Holders within (x) in the case of Company Take-Down in the form of a “bought deal,” one (1) business day; (y) in the case any other Company Take-Down, three (3) business days; or (z) otherwise, three (3) business days, in each case after the date of the Company’s Piggyback Notice. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Offering beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the holders of the Registrable Securities (a “other than those making Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing dateRequests) and, subject to Section 4.02(c), shall include included in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. Registration Statement. (d) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriter or underwriters advise of any Piggyback Offering informs the Company and the Holders that have requested to participate in such Piggyback Offering in writing that, in its or their reasonable opinion good faith opinion, the number of shares securities which such Holders and any other persons intend to include in such offering exceeds the number of Common Stock securities that, in the good faith opinion of the managing underwriter or underwriters in such offering (as evidenced by a written notice to the relevant Holders and other the Company), can be sold in such offering without being likely to have a significant adverse effect on the price, timing or the distribution of the securities offered or the market for the securities offered (“Maximum Offering Size”), then the aggregate number of Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company Piggyback Offering shall include in such registration: be (i) first, 100% of the number of shares of Common Stock securities that the Company or such other persons (other than the Holders) referenced in Section 2.6(a), as applicable, proposes to sell; , and (ii) second, the number of shares of Common Stock and other Registrable Securities that, in the good faith opinion of such managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size, which number shall be allocated pro rata among the Holders that have requested to participate in such Piggyback Offering based on the relative number of Registrable Securities so requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all each such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreeHolder. (be) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected Holder decides not to include any or all of its Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offeringOffering filed by the Company, the Company such Holder shall nevertheless continue to have the right to selectinclude any Registrable Securities in any subsequent Piggyback Offerings, all upon the terms and conditions set forth herein. (f) If a Holder decides to include any or all of its Registrable Securities in its sole discretionany Piggyback Offering filed by the Company, (i) such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) held by such Holder (other than those included in the registration) for a period specified by the representatives of the managing underwriter or underwriters to administer any such offering. of Common Stock (d) The Company shall not grant to any Person the right to request or other securities of the Company convertible into Common Stock) not to register exceed seven (7) days prior and ninety (90) days following such Piggyback Offering and (ii) if requested in writing by the representatives of any Common Stock underwriters of the Company in connection with such Piggyback Offering, such Holder shall also execute and deliver a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02reasonable and customary “lock-up” agreement.

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before November 14, 2001, whenever Apple proposes to register any of its securities Common Stock for its own account account, or for the account of any other security holders of person holding registration rights, under the Company on any registration form (Securities Act for a public offering for cash, 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 either Form S-1 or Form S-4 under the Securities Act (or S-8a successor to either Form S-1 or Form S-4) which permits the inclusion (any such offering or issuance being an "Exempt Offering"), Apple will give each Stockholder written notice of the Registrable Securities its intent to do so (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to Section 4.02(c), file such registration statement and shall include contain a statement that the Stockholders are entitled to participate in such registration all offering and shall set forth the number of shares of Registrable Securities requested Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to be included participate on the same terms and conditions as Apple in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein pursuant only to the written request of one or more Holders received within 10 extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify Apple no later than ten days after delivery following receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf Notice of the Company, and aggregate number of shares of Registrable Common that such Stockholder then desires to sell in the managing underwriters advise offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the Company and registration statement relating to the Holders offering to the extent that in their reasonable opinion the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and other Registrable Securities proposed sold by Apple to be included therein. If the lead managing underwriter selected by Apple for a public offering (or, if the offering is not underwritten, a financial advisor to Apple) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such registration exceeds offering, there shall be included in the Maximum Number offering only that number of Sharesshares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the Company shall include case may be, reasonably and in such registration: (i) firstgood 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 Common Stock to be offered and sold as aforesaid and so notifies Apple in writing, the number of shares of Common Stock that to be offered and sold by holders desiring to participate in the Company proposes offering, shall be allocated among such holders on a pro rata basis based on their holdings of Common Stock. Apple shall have the right at any time to sell; and (ii) second, reduce the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed any Stockholder to be included in such registration exceeds to the Maximum Number extent that Apple reasonably concludes that inclusion of Shares, then such shares is likely to jeopardize the Company shall include in such registration: (i) first, non-recognition status under the number Code of shares of Common Stock requested any acquisition transaction consummated pursuant to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis any of the number acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any determination to exclude shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer from any such offeringregistration pursuant to this provision shall be based on advice of tax counsel to Apple or its independent accountants. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If If, at any time after the date hereof, the Company has registered or has determined proposes to register any Common Stock under the Securities Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in all cases any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Holders holding Registrable Securities written notice of its securities for intent to do so. If, within twenty (20) days of giving such notice, the Company shall receive from a Holder a written request to include its own account or Registrable Securities in such registration, the Company shall use commercially reasonable efforts to cause to be included in such registration the Registrable Securities of such selling Holder, to the extent requested to be registered; provided, however, that (i) such selling Holder agrees to sell those of its Registrable Securities to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (ii) in the event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other security holders agreement with the Company and (y) the proposed managing underwriter advises the Company that in its opinion the inclusion of such selling Holder's Registrable Securities (without any reduction in the number of shares to be sold for the account of the Company on any or such party exercising registration form (other than Form S-4 or S-8rights) which permits is likely to affect materially and adversely the inclusion success of the offering or the price that would be received for any shares of Common Stock offered, then the rights of such selling Holder shall be as provided in Section 5.3(b) hereof. (b) If a registration pursuant to Section 5.3(a) hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Registrable Securities (a “Piggyback Registration”)requested by the Holder to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in Section 5.3(a) to the contrary, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior shall only be required to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant registration, to the written request extent of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to which the Company is so advised can be included sold in such registration exceeds the Maximum Number of Sharesoffering, the Company shall include in such registration: (i) first, the number of shares of Common Stock that proposed to be included in such registration for the account of the Company proposes to sell; and/or any stockholders of the Company (other than the Holders) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Holders), and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein in such registration by holders all other stockholders of Common Stock and other Registrable Securities, including Holders the Company who have provided notice in accordance with this Section 4.02(apiggyback registration rights (including, without limitation, the Holders), pro rata among all such holders other stockholders (including, without limitation, the Holders) on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf that each of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellthem beneficially owns. (c) If In connection with any Piggyback Registration is a primary or secondary underwritten offeringoffering involving an underwriting of shares, the Company shall have not be required under Section 5.3 hereof or otherwise to include the right Registrable Securities of any Holder therein unless such Holder accepts and agrees to selectthe terms of the underwriting, in its sole discretionwhich shall be reasonable and customary, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request as agreed upon between the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with and the provisions of this Section 4.02underwriters selected by the Company.

Piggyback Registration Rights. (a) If the Company at any time the Company has registered or has determined proposes to register for sale or sells any of its 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 account of any other security holders of the Company on any registration form person (including a Demand Party) (collectively, an “ Offering”) (other than Form S-4 or S-8) which permits pursuant to business combination transactions, employee benefit plans and other customary exceptions to be negotiated and set out in the inclusion of the Registrable Securities (a “Piggyback Registration”Registration Rights Agreement), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior each Demand Party shall be entitled to the anticipated filing date) and, subject to Section 4.02(c), shall include 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 Registrable Securities of such securities that such Initiating Party requested to be included therein pursuant sold and provided further that if the Initiating Party is a Demanding Holder, then the other Demand Party 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 written request priority in the preceding sentence, in the event that such Offering is: (A) for the account of one or more Holders received within 10 days after delivery of (i) the Company’s notice. If , then each Demand Party and any other person entitled to piggyback registration rights with respect to such registration statement shall be entitled to participate on a Piggyback Registration is initiated as a primary underwritten offering pro rata basis based on behalf of their relative percentage interests in the Company, and the managing underwriters advise (ii) any other person other than a Demand Party, then (x) each Demand Party and any other person entitled to piggyback registration rights 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 (y) if a Demand Party and/or another person exercises piggyback registration rights with respect to such registration statement, the Holders that in their reasonable opinion Company shall be entitled to participate on a pro rata basis up to the sum of the number of shares of Common Stock and other Registrable Securities such securities proposed to be included by (A) the Demand Parties and (B) the other person(s), unless 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 (i) any person other than a Demand Party entitled to piggyback registration rights with respect to such registration exceeds statement shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Maximum Number of SharesCompany and (ii) if any such other person exercises piggyback registration rights with respect to such registration statement, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes be entitled to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), participate on a pro rata among all such holders on basis up to the basis sum of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities securities proposed to be included in by such registration exceeds other person(s), unless the Maximum Number managing underwriter determines that inclusion of Shares, then additional securities by the Company shall include above such sum will not adversely affect the price or success of such sale by the Demand Parties or any other participating person(s), provided that in all such registration: cases set out in the foregoing clauses (i) firstand (ii), such participation would not, in the number determination of shares the managing underwriter, adversely affect the price or success of Common Stock requested to be included therein such sale by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellinitiating party. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at The Company covenants and agrees with the Underwriter and any time the Company has registered other Holders or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion subsequent Holders of the Registrable Securities that if, at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, it proposes to file a “Piggyback Registration”)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 Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Registrable Securities, the Company will give the Holders written notice thereof promptly at least thirty (but in no event less than 15 30) days prior to such filing to the anticipated filing dateHolders of Warrants or Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) and, subject of this Agreement) at the addresses appearing on the records of the Company of its intention to Section 4.02(c), shall file a registration statement and will use its best efforts to include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery statement any of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the CompanyRegistrable Securities, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed subject to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: clauses (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) secondof this paragraph (b), the such number of shares of Common Stock and other Registrable Securities requested with respect to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and which the Company may otherwise agree. has received written requests for inclusion therein within twenty (20) days after notice by the Company. All registrations requested pursuant to this paragraph (b) If a are referred to herein as "Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than Registrations." All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense, except for the Holders' Expenses, and which respective portion shall be paid by each Holder. If the managing underwriters advise securities or blue sky laws of any jurisdiction in which the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities securities are proposed to be included offered would require the Holder's payment of greater registration expenses than those otherwise required by this Section 10 and if the Company shall determine, in good faith, that the offering of such securities in such registration exceeds jurisdiction is necessary for the Maximum Number successful consummation of Sharesthe registered offering, then the Company Holder shall include in either agree to pay such registration: (i) first, Holder's portion of the number of shares of Common Stock requested to be included therein registration expenses required by the holder(s) requesting securities or blue sky laws of such registration; (ii) second, the number jurisdiction or withdraw his request for inclusion of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include his Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellregistration. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at At any time following the Company has registered or has determined Closing, whenever the Purchaser proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for a public offering, other than (i) any shelf registration of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the account of other security holders Purchaser and (iii) registrations relating to employee benefit plans, the Purchaser shall give each of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Sellers prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the Sellers given within 10 30 days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed Purchaser shall cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which any such Seller requests. However, if the Purchaser is advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of Common Stock that such shares which can be offered without adversely affecting the Company proposes to sell; and (ii) secondoffering, the Purchaser may reduce pro rata the number of shares offered for the accounts of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of Common Stock and other Registrable Securities requested to be included therein by all such holders or as persons in the offering, provided that, for each such holders and offering made by the Company may otherwise agree. (b) If Purchaser after the Initial Public Offering, a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, the Sellers, the Founding Companies and the stockholders of Common Stock the Founding Companies and other Registrable Securities proposed to be included in such registration exceeds stockholders (the Maximum Number "Other Stockholders") of Shares, then the Company shall include in such registration: (i) firstimmediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares of Common Stock requested to be included therein sold by the holder(s) requesting such registration; (ii) secondSellers, the Founding Companies and the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein held by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellpersons. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. The Company agrees that if, after the date hereof, the Board shall authorize the filing of a registration statement under the Securities Act (aother than a registration statement (i) If at any time filed in connection with an offering of securities to employees or directors of the Company has registered pursuant to any employee stock option or has determined other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to register such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any corporation with which it may combine or merge subsequent to the Offering, the Company shall: (A) promptly notify each Purchaser that such registration statement will be filed and that the Shares purchased pursuant to this Agreement and then held by such 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 its own account which such Purchaser requests inclusion; (C) use 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 Purchasers 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 account of period necessary for such Purchasers to promptly effect the proposed sale or other security holders disposition, but no later than the date that, assuming compliance with all of the Company on requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If the Purchaser desires to include in such registration statement all or any registration form (other than Form S-4 or S-8) which permits the inclusion part of the Registrable 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 such Purchaser. If a Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. As used in this Section 9.6, the term “Piggyback Registration”)Shares” refers to the purchased Shares, all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which such Purchaser is entitled by reason of such Purchaser’s ownership of the Shares. Notwithstanding the foregoing, Purchasers holding Registrable Securities proposing to distribute their securities through a registration statement that involves an underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering, and satisfy such other, customary terms and conditions as the underwriter or underwriters may reasonably impose. Additionally, the Company shall not be required to include any of a Purchaser’s Registrable Securities in such underwriting unless such Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriter(s), and then only in such quantity as the underwriter or underwriters in their sole discretion determine will give not jeopardize the Holders written notice thereof promptly (but in no event success of the offering by the Company. If the underwriters determine that less than 15 days prior to all of the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to registered can be included in such registration exceeds offering, then the Maximum Number of Shares, the Company shall include Registrable Securities that are included in such registration: offering shall be allocated among the selling Purchasers in proportion (ias nearly as practicable to) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested owned by each such Purchaser or in such other proportions as shall mutually be agreed to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreeselling Purchasers. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time KCI shall determine to proceed with the Company has registered or has determined to register any preparation and filing of its securities for its own account or for the account of other security holders of the Company on any a registration form statement (other than a registration statement on Form S-4 X-0, Xxxx X-0, or S-8other limited purpose form) which permits under the inclusion Securities Act in connection with KCI's or another securityholder's proposed offer and sale of the Registrable Securities (a “Piggyback Registration”)Common Stock or equity securities convertible into Common Stock, the Company KCI will give the Holders written notice thereof promptly of its determination to the Shareholders at least twenty (but in no event less than 15 20) days prior to filing the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to statement. Upon the written request of one or more Holders received from a Shareholder given within 10 ten (10) days after delivery receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Companyany such notice from KCI, and the managing underwriters advise the Company and the Holders that in their reasonable opinion KCI will include the number of shares of Common Stock and other Registrable Securities proposed to be included requested by the Shareholder in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: statement (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a"Piggyback Registration"), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten primary registration on behalf of a holder of shares of Common Stock other than the Holders, KCI and the managing underwriters advise the Company that KCI in writing that, in their reasonable opinion opinion, the number of total securities to be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to KCI, then the number of securities that the managing underwriter believes may be sold in such offering shall be allocated first to the shares being offered by KCI for inclusion in the registration statement, then to the shares of the Shareholders and those of any other shareholders ("Other Shareholders") who have registration rights under the Investors' Rights Agreement (the "Investors' Rights Agreement"), dated August 11, 2003, including any amendments thereto as of the date of this Agreement, by and among KCI, the Investors and the Sponsors (as those terms are defined in the Investors' Rights Agreement) and the Management Equity Plan effective October 2, 1997 submitted for registration, such that the number of shares requested to be included by such shareholders shall be reduced pro rata among the Shareholders and the Other Shareholders in accordance with the number of Common Stock shares they then hold that are entitled to registration rights. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of the shareholders of KCI's securities and other Registrable Securities proposed the managing underwriters advise KCI in writing that, in their opinion, the number of total securities to be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to the shareholders initially requesting such registration, then the number of securities that the managing underwriter believes may be sold in such offering shall be allocated among the Shareholders and any Other Shareholders who are requesting shares to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in statement such registration: (i) first, that the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, shareholders shall be reduced pro rata in accordance with the number of shares of Common Stock and other Registrable Securities requested they then hold that are entitled to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offeringregistration rights. (d) The Company KCI shall pay the expenses described in Section 2.06 for registration statements filed pursuant to this Section 2.03. (e) Notwithstanding anything to the contrary set forth herein, no Shareholder shall be entitled to any registration rights pursuant to this Section with respect to the shares held by a Shareholder as of the date that such shares become eligible for resale pursuant to Section 144(k) under the Securities Act; provided, however, that this paragraph (e) shall not grant be applicable to any Person the right to request the Company to register any (1) Xx. Xxxxxxxxx so long as he holds 1,000,000 shares of Common Stock, (2) Fremont Associates so long as Fremont Associates collectively hold 1,000,000 shares of Common Stock or (3) RCBA Associates so long as RCBA Associates collectively hold 1,000,000 shares of Common Stock (in a Piggyback Registration unless such rights are consistent with each case, as adjusted for ay stock splits, dividends and the provisions of this Section 4.02like).

Piggyback Registration Rights. (a) If at At any time following the Company has registered or has determined Closing Date, whenever SCC proposes to register any of its securities Class A Common Stock for its own or others' account under the Securities Act for a public offering, other than (i) any shelf registration of shares to be used as consideration for acquisitions of additional businesses by SCC or any of its Affiliates or Subsidiaries, (ii) registrations relating to employee benefit plans, (iii) registrations made for others' account the account terms of which preclude including shares owned by holders other security holders than SCC and (iv) registrations relating to rights offerings made to the stockholders of SCC, SCC shall give each of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more any of the Holders received given within 10 days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed SCC shall cause to be included in such registration exceeds all of the Maximum Number of SharesRegistrable Securities which any such Holder requests, provided that SCC shall have the Company shall include in such registration: (i) first, right to reduce the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a)such registration, pro rata among all persons (including SCC) proposing to have shares registered, to the extent that inclusion of such holders on shares would, in the basis opinion of tax counsel to SCC or its independent auditors, jeopardize any tax free status of the transactions contemplated thereby. In addition, if SCC is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 5.2 that the number of shares of Common Stock and other Registrable Securities requested to be included therein sold by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock persons other than SCC is greater than the Holdersnumber of such shares which can be offered without adversely affecting the offering, and the managing underwriters advise the Company that in their reasonable opinion SCC may reduce pro rata the number of shares offered for the accounts of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: persons (i) first, based upon the number of shares of Common Stock requested proposed to be included therein sold by the holder(seach such person) requesting such registration; (ii) second, the to a number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein deemed satisfactory by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellmanaging underwriter. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any of its Common Stock or securities convertible into or exchangeable for its own account or for Common Stock under the account of other security holders of the Company on any registration form Securities Act (other than a registration statement on Form S-8 or Form S-4 or S-8successor forms thereto) which permits and the inclusion registration form to be used may be used for the registration of the Stockholder Shares of any Stockholder (such Stockholder Shares, other than Preferred Stock, the "Registrable Securities (a “Piggyback Registration”Securities"), the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) all holders of Registrable Securities of its intention to effect such a registration and, subject to the provisions of this Section 4.02(c)6, shall include in such registration all Registrable Securities requested with respect to be included therein pursuant to which the Company has received written request of one or more Holders received requests for inclusion within 10 30 days after delivery the receipt of the Company’s notice. If 's notice (a "Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(aRegistration"), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten primary registration on behalf of a holder of shares of Common Stock other than the Holders, Company and the managing underwriters advise underwriter advises the Company that in their reasonable its opinion the number of shares of Common Stock and other Registrable Securities proposed requested to be included in such registration exceeds the Maximum Number number of Sharesshares which can be sold in such offering, then the Company shall will include in such registration: registration (i) first, the securities the Company proposes to sell, (ii) second, any securities requested to be included in such registration by stockholders exercising their contractual piggyback registration rights granted by the Company in connection with financing arrangements, (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the holders of Stockholder Shares based on the percentage of the outstanding Registrable Securities held by each such holder, and (iv) fourth, the other securities requested to be included in such registration by stockholders exercising contractual piggyback registration rights (if any). (c) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities and the managing underwriter advises the Company that in its opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holder(s) requesting such holders initiating the registration; , (ii) second, any securities requested to be included in such registration by stockholders exercising their contractual piggyback registration rights granted by the number of shares of Common Stock and other Company in connection with financing arrangements, (iii) third, the Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration)registration, pro rata among the holders of such holders Registrable Securities based on the basis aggregate percentage of the number of shares of Common Stock and other outstanding Registrable Securities held by each such holder and (iv) fourth, the other securities requested to be included therein in such registration by such holders or as such holders and the Company may otherwise agree; and stockholders exercising contractual piggyback registration rights (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offeringif any). (d) The Company shall bear the costs of (i) Piggyback Registrations pursuant to this Section 6 and (ii) each proposed registration which is initiated as a Piggyback Registration, in each case excluding any underwriting discounts or commissions, transfer taxes on the sale of Registrable Securities or the fees and expenses of any counsel retained by the selling Stockholders. The Company shall, and as a condition to the inclusion of Registrable Securities of any holder in any registration, such holder shall, execute an underwriting agreement or similar agreement in a form reasonably acceptable to the Company and the underwriter(s), if any, for such offering containing customary indemnification and holdback provisions and provisions obligating the selling Stockholders to supply customary information for inclusion in the registration statement. Notwithstanding the foregoing, (i) no holder of Registrable Securities shall be required to incur indemnification obligations in excess of the net proceeds received by such holder pursuant to such registration or that relate to information not grant supplied by such holder for inclusion in the registration statement, and (ii) the Company shall indemnify each holder of Registrable Securities with respect to liabilities arising from such registration statement other than as a result of information supplied in writing by such holder of Registrable Securities for inclusion therein. (e) Each Stockholder agrees not to effect any Person public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration) if so requested by the underwriters managing the registered public offering. (f) The Company agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Piggyback Registration (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (g) The right of any holder of Registrable Securities to request the Company to register any Common Stock in a Piggyback Registration unless shall terminate, after the holders of Registrable Securities have had the opportunity to participate with respect to at least a majority of their Registrable Securities; provided however that if during a current Piggyback Registration the rights to any future Piggyback Registration would terminate because of this subparagraph (g), then the Company shall promptly notify all holders of Registrable Securities who have not previously participated in any Piggyback Registration that such rights are consistent with termination will be triggered; provided further that, subject to the provisions of this Section 4.026, the Company shall include in such current Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after the receipt of the Company's notice.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register any Common Shares under the Act (otherwise than in connection with the registration of its securities for its own account issuable pursuant to an employee stock option, stock purchase or for the account of other security holders of the Company on any registration form (other than Form S-4 similar plan or S-8) which permits the inclusion of the Registrable Securities (pursuant to a “Piggyback Registration”merger, exchange offer or similar transaction), the Company will shall give the Holders written Investors notice thereof promptly of such proposed registration at least thirty (but in no event less than 15 30) days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such of a registration all Registrable Securities requested to be included therein pursuant to statement. At the written request of one or more Holders received any Investor delivered to the Company within 10 fifteen (15) days after delivery the receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of notice from the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion which request shall state the number of shares of Common Stock and other Registrable Securities Shares which that Investor wishes to sell or distribute publicly under the registration statement proposed to be included in such registration exceeds filed by the Maximum Number of SharesCompany, the Company shall include use all reasonable efforts to register under the Act such Common Shares and to cause such registration (the "Piggyback Registration") to become and remain effective as provided in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreeAgreement. (b) If a Piggyback Registration is initiated as an either the First Subsequent Underwriting or any other underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, offering in which Western Atlas does not participate and the managing underwriters advise the Company in writing that in their reasonable its opinion the number of shares of Common Stock and other Registrable Securities proposed Shares requested to be included in such registration exceeds the Maximum Number of Sharesnumber that can be sold in an orderly manner in such offering, then the Company shall will include in such registration: Piggyback Registration the number of Common Shares that, in the opinion of the underwriters, can be sold in an orderly manner in such offering, to include in order of priority (iA) first, the number of shares of Common Stock requested Shares the Company proposes to be included therein by the holder(s) requesting such registrationsell, if any ("Company Common Shares"); (iiB) second, the number of shares of Shareholder Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration)Shares, pro rata among each Shareholder in proportion to the number of Common Shares then held by each Shareholder (excluding Common Shares acquired by an Investor subsequent to the date hereof); provided, however, that Senior Executives shall have the right to include in any such holders Piggyback Registration, pro rata among the participating Senior Executives on the basis of the number of shares Common Shares held by each such participating Senior Executive, a number of Common Stock and other Registrable Securities requested Shares not less than twenty-five percent (25%) of the sum of the number of Shareholder Common Shares to be included therein by in such holders or as Piggback Registration plus the number of Company Common Shares, if any, to be included in such holders and the Company may otherwise agreePiggyback Registration; and (iiiC) third, the number of shares of Western Atlas Common Stock that the Company proposes to sellShares, if any. (c) If any a Piggyback Registration is a primary or secondary an underwritten offering of Common Shares that is not the First Subsequent Underwriting and in which Western Atlas participates and the managing underwriters advise the Company in writing that in its opinion the number of Common Shares requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering, then the Company will include in such Piggyback Registration the number of Common Shares that, in the opinion of the underwriters, can be sold in an orderly manner in such offering, to include in order of priority (A) first, the Company Common Shares, if any; and (B) second, the Shareholder Common Shares and Western Atlas Common Shares in proportion to the number of Common Shares proposed to be sold by each holder of such Common Shares; provided, however, that Senior Executives shall have the right to selectinclude in the number of Common Shares to be included in such Piggyback Registration, pro rata among the participating Senior Executives on the basis of the number of Common Shares held by each such participating Senior Executive, a number of Common Shares not less than twenty-five percent (25%) of the sum of the number of Shareholder Common Shares to be included in its sole discretionsuch Piggyback Registration plus the number of Company Common Shares, the managing underwriter or underwriters if any, to administer any be included in such offeringPiggyback Registration. (d) The Company shall not grant right of SWIB to participate in any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless provided in this Section 2 shall terminate at such rights are consistent with time as SWIB's beneficial ownership of Common Shares (taking into account only the Common Shares that SWIB beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (5%) of the then issued and outstanding Common Shares. The right of MIVC to participate in any Piggyback Registration provided in this Section 2 shall terminate at such time as MIVC's beneficial ownership of Common Shares (taking into account only the Common Shares that MIVC beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (5%) of the then issued and outstanding Common Shares. (e) In the context of any underwritten offering, the provisions of this Section 4.022 concerning the allocation of Common Shares among (i) Shareholders, (ii) Shareholders and the Company or (iii) Shareholders and Western Atlas shall apply equally with respect to both (A) the number of Common Shares the underwriters are committed to purchase and (B) the number of Common Shares the underwriters have the option to purchase pursuant to the exercise of any over-allotment options granted to the underwriters.

Piggyback Registration Rights. (a) If at At any time following one year ----------------------------- after the Company has registered or has determined closing date of HDS' initial public offering of HDS Stock ("Closing Date"), whenever HDS proposes to register any of its securities HDS Stock for its own or others' account or under the 1933 Act for the account a public offering, other than (i) registrations of other security holders shares to be used as consideration for acquisitions of additional businesses by HDS and (ii) registrations relating to employee benefit plans, HDS shall give each of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Stockholders prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the Stockholders given within 10 thirty (30) days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed HDS shall cause to be included in such registration exceeds all of the Maximum Number HDS Stock issued to the Stockholder prior to the Closing Date which any such Stockholder requests. In addition, if HDS is advised in writing in good faith by any managing underwriter of Sharesan underwritten offering of the securities being offered pursuant to any registration statement under this Section 1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided that such reduction shall be made first by reducing the number of shares to be sold by persons other than HDS, the Company Stockholders, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall include in be made first by reducing the number of shares to be sold by the Stockholders and the Founding Stockholders, with such registration: (i) firstfurther reduction being made so that to the extent any shares can be sold by Stockholders and the Founding Stockholders, each such stockholder will be permitted to sell a number of shares proportionate to the number of shares of Common HDS Stock owned by such stockholder immediately after the Closing Date, provided that the Company proposes if any stockholder does not wish to sell all shares such stockholder is permitted to sell; and (ii) second, the number of opportunity to sell additional shares of Common Stock and other Registrable Securities requested shall be reallocated in the same manner to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders those Stockholders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Founding Stockholders who wish to sell more shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of until no more shares of Common Stock and other Registrable Securities proposed to can be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein sold by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellstockholders. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If GCI hereby represents and warrants that if GCI at any time the Company has registered or has determined proposes to register any of its securities for its own account under the Act, including under an S-1 Registration Statement or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)otherwise, the Company it will at such time give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject Seller of its intention so to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do. Upon the written request of one or more Holders received Seller given within 10 ten (10) days after delivery receipt of any such notice, GCI will use its best efforts to cause the Shares to be registered under the Act (with the securities which GCI at the time proposes to register). All expenses incurred by GCI in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for GCI and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by GCI. GCI agrees that it will prepare and file a Registration Statement within thirty (30) days of the Company’s noticecompletion of an audit of its financial statements sufficient for inclusion therein. If a Piggyback Registration 4.7 Accredited Investor Status. (Please check one, attach additional pages if necessary). Seller: ________ is initiated ________ is not an “accredited investor” as a primary underwritten offering on behalf of such term is defined in Rule 501 under the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registrationAct because Seller either: (i) firsthas a net worth of at least $1,000,000 (for purposes of this question, the number Seller may include spouse’s net worth and may include the fair market value of shares home furnishings and automobiles, but must exclude from the calculation the value of Common Stock Seller’s primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the Company proposes to sell; and fair market value of the primary residence must be deducted from net worth calculation)), or 7 of 11 (ii) second, the number had an individual income of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice more than $200,000 in accordance with this Section 4.02(a), pro rata among all such holders on the basis each of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holderstwo most recent calendar years, and reasonably expects to have an individual income in excess of $200,000 in the managing underwriters advise current calendar year; or along with Seller’s spouse had joint income in excess of $300,000 in each of the Company that two most recent calendar years, and reasonably expects to have a joint income in their reasonable opinion excess of $300,000 in the number current calendar year. For purposes of shares this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive of Common Stock any income attributable to a spouse or to property owned by a spouse and other Registrable Securities proposed to be included in such registration exceeds increased by the Maximum Number of Shares, then the Company shall include in such registrationfollowing amounts: (i) firstthe amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; “Code”), (ii) second, the number amount of shares losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registrationform 1040), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, any deduction claimed for depletion under Section 611 et seq. of the number of shares of Common Stock that the Company proposes Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest income received which is tax-exempt under Section 4.02.103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. 4.8

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined shall determine to register proceed with the preparation and filing of a registration statement, in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form for cash (other than a registration statement on Form S-4 X-0, X-0 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”other similar limited purpose form), the Company will give written notice of its determination to the Holders. Upon receipt of a written request from the Holders written within thirty calendar days after receipt of any such notice thereof promptly from the Company, the Company will, except as herein provided, cause all the shares of Common Stock issuable upon exercise of the Warrants (but in no event less than 15 days prior the “Registrable Securities”), to the anticipated filing date) andextent requested by the Holders, subject to be included in such registration statement, all to the extent required to permit the sale or other disposition by the Holders of such shares of Common Stock. If any registration pursuant to this Section 4.02(c)1 shall be underwritten in whole or in part, shall the Company may require that the Registrable Securities requested for inclusion pursuant to this Section 1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Registrable Securities requested for inclusion pursuant to this Section 1 together with any other shares would, in the good faith judgment of the managing underwriter of such public offering, reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the Company will include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of the Holders shares of Common Stock which is pro rata, based on the number of securities which in the opinion of such underwriters can be sold and other Registrable Securities on the number of securities which all holders request be included in the registration, provided that any shares of Common Stock proposed to be included in such registration exceeds the Maximum Number statement that are owned by directors or officers of Shares, the Company or their Affiliates shall include in such registration: (i) first, the number be excluded prior to exclusion of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of any shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, Holders. The obligation of the Company under this Section 1 shall be unlimited as to the number of shares of Common Stock and other Registrable Securities requested Registration Statements to be included therein by other holders of shares of Common Stock and other Registrable Securitieswhich it applies. Notwithstanding the foregoing, including the Holders (if shall not be entitled to exercise the Holders have elected registration rights provided for under this Section 1 except to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock extent that the Company proposes to sellHolder has exercised his or her Warrant. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any of its equity securities for its own account or for (including, without limitation, the account of other security holders of Common Stock) under the Company on any registration form Act (other than pursuant to a registration statement on Form S-8 or S-4 or S-8) which permits any successor forms), and the inclusion form used may be used for the registration of the Registrable Management Securities (a “"Piggyback Registration”"), the Company will give the Holders prompt written notice thereof promptly to all members of the Management Group holding Registrable Management Securities of its intent to effect such registration and (but in no event less than 15 days prior subject to the anticipated filing datefurther provisions of this Section 9) and, subject to Section 4.02(c), shall will include in such registration all Registrable Management Securities requested with respect to be included which the Company has received requests for inclusion therein pursuant to the written request of one or more Holders received within 10 20 days after delivery receipt of the Company’s 's notice. . (b) The Registration Expenses (as defined in the Stockholders Agreement) of the holders of Registrable Management Securities will be paid by the Company in all Piggyback Registrations. (c) If a Piggyback Registration is initiated as a an underwritten primary underwritten offering registration on behalf of the Company, and the Company will include in such registration all Registrable Management Securities requested to be included in such registration; provided, that if the managing underwriters advise the Company and the Holders in writing that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number which can be sold in such offering without adversely affecting the marketability of Sharesthe offering, the Company shall will include in such registration: , in the following order of priority, (i) first, the number of shares of Common Stock that securities the Company proposes to sell; and , (ii) second, to the number extent so required by the provisions of shares the Stockholders Agreement, the registrable securities requested to be included in such registration by the Existing Stockholders, (iii) third, to the extent so required by the provisions of Common the Registration Rights Agreement, the registrable securities requested to be included in such registration by the Warrant Holders, (iv) fourth, if such Public Offering is the initial Public offering, such additional registrable securities requested to be included in such registration by any Existing Stockholder as may be required (in the reasonable estimation of the managing underwriters) to assure that the net proceeds of sale of such registrable securities (when added to the net proceeds of sale of registrable securities subject to the priority set forth in clause (ii) above) are equal to the aggregate purchase price paid for all Capital Stock and other then owned by such Existing Stockholder, (v) fifth, the Registrable Management Securities requested to be included therein in such registration, the registrable securities requested to be included in such registration by holders of Common Stock the Existing Stockholders (to the extent not then subject to the priority set forth in clause (ii) or clause (iv) above) and other Registrable Securities, including the registrable securities requested to be included in such registration by the Warrant Holders who have provided notice (to the extent not then subject to the priority set forth in accordance with this Section 4.02(a)clause (iii) or clause (iv) above, pro rata among all the holders of such holders securities on the basis of the number of shares of Common Stock thereof owned by each holder and other Registrable Securities requested to be included therein by all and (vi) sixth, other securities, if any, requested to be included in such holders or as such holders and the Company may otherwise agreeregistration. (bd) If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the Company will include in such registration all Registrable Management Securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number which can be sold in such offering without adversely affecting the marketability of Sharesthe offering, then the Company shall will include in such registration: , in the following order of priority, (i) first, to the number extent so required by the provisions of shares of Common Stock the Stockholders Agreement, the registrable securities requested to be included therein in such registration by the holder(s) requesting such registration; Existing Stockholders, (ii) second, to the number extent so required by the provisions of shares the Registration Rights Agreement, the registrable securities requested to be included in such registration by the Warrant Holders, (iii) third, if such Public Offering is the initial Public offering, such additional registrable securities requested to be included in such registration by any Existing Stockholder as may be required (in the reasonable estimation of Common the managing underwriters) to assure that the net proceeds of sale of such registrable securities (when added to the net proceeds of sale of registrable securities subject to the priority set forth in clause (i) above) are equal to the aggregate purchase price paid for all Capital Stock and other then owned by such Existing Stockholder, (iv) fourth, the Registrable Management Securities requested to be included therein in such registration, the registrable securities requested to be included in such registration by other holders of shares of Common Stock the Existing Stockholders (to the extent not then subject to the priority set forth in clause (i) or clause (iii) above) and other Registrable Securities, including the registrable securities requested to be included in such registration by the Warrant Holders (if to the Holders have elected extent not then subject to include Registrable Securities the priority set forth in such Piggyback Registration)clause (ii) or clause (iii) above, pro rata among the holders of such holders securities on the basis of the number of shares of Common Stock thereof owned by each holder and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iiiv) thirdfifth, the number of shares of Common Stock that the Company proposes other securities, if any, requested to sellbe included in such registration. (ce) If any Piggyback Registration is a primary or secondary an underwritten offering, the Company shall have investment banker(s), underwriters) and manager(s) for the right to select, in its sole discretion, offering or distribution will be selected by the managing underwriter or underwriters to administer any such offeringCompany. (df) The Company Manager hereby agrees to be, and any Manager's Trust or Manager's Estate shall not grant be, bound by all of the obligations applicable to any Person Existing Stockholders under Section 6 of the right Stockholders Agreement. (g) In connection with the exercise of the Manager's rights under this Section 9, the Manager will, if requested by the Company, execute and deliver a reasonable custody agreement and power of attorney with respect to request 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 Manager 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 Manager's agent and attorney-in-fact to act under the Custody Agreement and Power of Attorney on the manager's behalf with respect to the matters specified therein. (h) The Manager agrees that he will execute such other agreements as the Company may reasonably request to register any Common Stock in a Piggyback Registration unless such rights are consistent with further evidence and implement the provisions of this Section 4.029.

Piggyback Registration Rights. (a) If at any time the Company has or times XXXXXX XXXXXX proposes to make a registered or has determined to register public offering of any of its securities (whether for its own account or for the account of others) under the Securities Act, XXXXXX BAILLY shall (i) promptly give written notice of the proposed registration to each of the FIELDSTON Stockholders (such notice to include the number of shares XXXXXX XXXXXX or other security holders propose to register and, if known, the name of the Company on any registration form proposed underwriter) and (other than Form S-4 or S-8ii) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior use its best efforts to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration (and any related qualification under Blue Sky laws and/or other compliance) all Registrable the Registerable Securities requested to be included therein pursuant to the specified in a written request of one or more Holders received requests made by any FIELDSTON Stockholder within 10 30 days after delivery the receipt of the Company’s noticesuch notice from XXXXXX BAILLY (a "Piggyback Registration"). If Such written request may specify all or a part of a holder's Registerable Securities, provided, however, that (x) XXXXXX XXXXXX will not be required to effect a Piggyback Registration if it is initiated as a primary underwritten offering registering securities on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number Forms S-8 or S-4 (or any successor forms) or another SEC registration form not suitable for inclusion of shares of Common Stock and other Registrable Securities proposed selling stockholders for offer to be included in such registration exceeds the Maximum Number of Sharespublic, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (iiy) second, the number XXXXXX BAILLY may withdraw any proposed registration statement or offering of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with securities under this Section 4.02(a)2 at any time without liability to any FIELDSTON Stockholder, pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested in which case XXXXXX XXXXXX will not be required to be included therein by all such holders or as such holders and the Company may otherwise agreeeffect a registration. (b) If a Piggyback Registration is initiated as an underwritten primary registration on behalf of a holder of shares of Common Stock other than the HoldersXXXXXX BAILLY, and the managing underwriters advise the Company underwriter advises XXXXXX XXXXXX in writing that in their reasonable the managing underwriter's opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number that can be sold in such offering without adversely affecting the marketability of Sharesthe offering, then the Company XXXXXX BAILLY shall include in such registration: (i) offering first, the number securities of shares of Common Stock XXXXXX XXXXXX proposed to be sold by XXXXXX BAILLY and second, all other securities held by security holders, including the Registerable Securities, requested to be included therein in such registration by the holder(s) requesting such registration; an other security holders (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback RegistrationFIELDSTON Stockholders), pro rata among such holders on the basis of security holders, based upon the number of shares requested by each to be included in such registration. If a Piggyback Registration is an underwritten primary registration on behalf of XXXXXX XXXXXX, the selling FIELDSTON Stockholders agree to sell their XXXXXX BAILLY Common Stock Stock, if XXXXXX XXXXXX so requests, on the same basis as the other securities included in such registration are being sold and other Registrable Securities the underwriter or underwriters for such registration shall be selected by XXXXXX BAILLY. If a Piggyback Registration is an underwritten secondary registration on behalf of selling stockholders, and the managing underwriter advises XXXXXX XXXXXX in writing that in the managing underwriter's opinion the number of securities requested to be included therein in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability of the offering, then XXXXXX BAILLY shall include in such offering first, the securities of XXXXXX XXXXXX proposed to be sold by the stockholders requiring or demanding that XXXXXX BAILLY effect such registration and second, all other securities held by security holders or as (including the Registerable, Securities) requested to be included in such registration by all other security holders (including the FIELDSTON Stockholders), pro rata among all such selling stockholders and the Company may otherwise agree; and (iii) thirdother security holders, based upon the number of shares of Common Stock that the Company proposes requested by each to sellbe included in such registration. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time In the event the Company has registered or has determined proposes to register file a registration statement under the Act prior to the last day of the Exercise Period with respect to an offering of any class of its securities equity security for its own the Company's account or and/or for the account of other security holders of the Company on any registration form others (other than in connection with an exchange offer or a registration statement on Form S-4 or S-8S-8 or other similar registration statements not available to register securities so requested to be included) which permits registration statement the inclusion Company believes will be or become effective at any time on or after the first day of the Registrable Securities (a “Piggyback Registration”)Exercise Period, the Company will shall in each case give the Holders written notice thereof promptly (but of such proposed filing to each Holder of Registrable Securities in no event less than 15 each case at least 30 days prior to before the earlier of the anticipated or the actual effective date of the Registration Statement and at least 10 days before the initial filing date) and, subject of such Registration Statement. Such notice shall offer to Section 4.02(c), shall such Holders the opportunity to include in such Registration Statement such number of Registrable Securities as they may request. Holders desiring inclusion of Registrable Securities in such registration all 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 15 hereof. The Company shall permit, or shall cause the managing underwriter or underwriters of a proposed offering to permit, the Holders of Registrable Securities requested to be included therein pursuant in the Registration Statement to include the written request transfer of one or more Holders received within 10 days after delivery of such securities in the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten proposed offering on behalf the same and conditions as applicable to securities of the Company, if any, included therein for the account of any person other than the Company and the holders of Registrable Securities and in any event on such terms as are customary for holders of securities of a company to be offered in a public underwritten offering by selling security holders, provided that to the extent the terms of this Agreement are applicable, the terms of this Agreement shall control. Notwithstanding the foregoing, if any such managing underwriter or underwriters shall advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed in writing that, in its opinion, the distribution of securities by holders thereof, including all or a portion of Regis trable Securities, requested to be included in such the registration exceeds statement concurrently with the Maximum Number of Shares, securities being registered by the Company shall would materially adversely affect the distribution of the securities by the Company for its own account, then the Company will include in such the registration: (i) first, to the extent of the number of shares of Common Stock securities that the Company proposes is so advised can be sold in the offering, first, securities proposed by the Company to sell; and (ii) be sold for its own account and, second, the number of shares of Common Stock and other Registrable Securities requested and securities of the Company held by any other holders thereof whose rights to be have securities of the Company included therein by holders in the registration pre-date those of Common Stock and other the Holders of Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock securities so proposed to be sold and other Registrable Securities so requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to selectincluded. The Company, in its sole discretion, the managing underwriter may decide to suspend any offering under, or underwriters to administer terminate, any such offeringregistration statement at any time. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (ai) If at any time the Company has registered or has determined proposes to register any of its securities warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)account, the Company it will each such time, give the Holders prompt written notice thereof promptly (but in no event less than 15 at least 20 days prior to the anticipated filing datedate of the registration statement (ii) and, subject to Section 4.02(c), shall include in such If a registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If this Section 2(D) involves a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, Public Offering and the managing underwriters advise underwriter thereof advises the Company and the Holders that that, in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstits view, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed Investors intend to be included include in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company proposes will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall be allocated among the Company, the Investors and any other sellers of Common Stock in such Public Offering (“Third-Party Sellers”), first, pro rata among the Investors until all the shares of Common Stock originally proposed to sell. be offered for sale by the Investors have been allocated, and second, pro rata among the Company and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Investors, the Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(D)(ii), any Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(D), the number of securities required to satisfy any underwriters’ over-allotment option shall be allocated among the Company, the Investors and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Investors, the Company and any such Third Party Sellers before the exercise of such over-allotment option. 3. Obligations of the Company In connection with the registration of the Registrable Securities, the Company shall: 4 (cA) If Promptly (i) prepare and file with the Commission such amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Investors for resales of the Registrable Securities for a period of five (5) years from the date on which the Registration Statement is first declared effective by the Commission (the “Effective Time”) or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of new securities not subject to transfer restrictions under the Securities Act (the “Registration Period”) and (ii) take all lawful action such that each of (A) the Registration Statement and any Piggyback amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (B) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statement; (C) (i) Prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide (A) draft copies thereof to the Investors and reflect in such documents all such comments as the Investors (and their counsel) reasonably may propose and (B) to the Investors a copy of the accountant’s consent letter to be included in the filing and (ii) furnish to each Investor whose Registrable Securities are included in the Registration Statement and its legal counsel identified to the Company, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto and (B) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (D) (i) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Investors who hold a primary majority-in-interest of the Registrable Securities being offered reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (iv) take all such other lawful actions reasonably necessary or secondary advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(D), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (E) As promptly as practicable after becoming aware of such event, notify each Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably request; (F) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the Company shall have managing underwriters) of the right issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to selecteffect the withdrawal, rescission or removal of such stop order or other suspension; (G) Cause all the Registrable Securities covered by the Registration Statement to be listed on the principal national securities exchange, and included in its sole discretionan inter-dealer quotation system of a registered national securities association, on or in which securities of the managing underwriter same class or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request series issued by the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.then listed or included;

Piggyback Registration Rights. The Company shall, at least ------------------------------- thirty (a30) If at days prior to the filing of any time Registration Statement under the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form Securities Act (other than a Registration Statement on Form S-4 or S-8S-8 or any successor forms) relating to the public offering of any class of its equity securities by the Company or any Holder or any Other Approved Holder, give written notice of such proposed filing and of the proposed date thereof to each Holder and to all Other Approved Holders, and if, on or before the tenth (l0th) day following the date on which permits such notice is given, the inclusion Company shall receive a written request from any Holder or any Other Approved Holder, requesting that the Company include among the securities covered by such Registration Statement some or all of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in owned by such registration all Registrable Securities requested to be included therein pursuant to the written request of one Holder or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesowned by Other Approved Holders, the Company shall include in such registration: (i) first, the number of Registrable Securities and shares of Common Stock that the Company proposes to sell; owned by Other Approved Holders in such Registration Statement, if filed. Except as may otherwise be provided in this Agreement, Registrable Securities and (ii) second, the number of shares of Common Stock owned by Other Approved Holders with respect to which a request for registration has been received will be registered by the Company and other Registrable Securities requested offered to the public on the same terms and subject to the same conditions applicable to the piggyback registration to be included sold by the Company or by the other Persons selling under such piggyback registration. The Company shall be under no obligation to complete any offering of its securities it proposes to make under this subparagraph (b) and shall incur no liability to any Holder or any Other Approved Holder for its failure to do so, notwithstanding the request of any such Holder or any Other Approved Holder to participate therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a2(b). In connection with any registration covered by this subparagraph (b) involving any underwriting of securities, pro rata among all such holders on the basis of the number of Company shall not be required to include any Holder's Registrable Securities or shares of Common Stock and owned by other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included Approved Holders in such registration exceeds unless such Holder or other Approved Holder accepts the Maximum Number terms of Shares, then the underwriting as agreed upon between the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and or other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall persons who have the right to select, in its sole discretion, agree upon the managing underwriter or underwriters underwriting terms relating to administer any such offering) and the underwriters. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time The Mezzanine Holders shall have piggyback registration rights with respect to their Registrable Stock on the Company has registered or has determined to register any of its securities for its own account or for same terms and conditions as the account of other security holders piggyback registration rights of the Company on any registration form DLI Entities and the Other Stockholders as set forth in Section 5.2 of the Stockholders Agreement, and the provision of such Section 5.2 (other than Form S-4 or S-8those of Section 5.2(c), which are not applicable) which permits shall apply mutatis mutandis to the inclusion Registrable Stock of the Registrable Mezzanine Holders; provided that if a registration for which the Mezzanine Holders have piggyback registration rights involves a Public Offering and the managing underwriter advises the Company that, in its view, the number of Company Securities (a “Piggyback Registration”)that the Company and Stockholders entitled to participate therein intend to include in such registration exceeds the Maximum Offering Size, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Company Securities requested to be included therein pursuant up to the written request Maximum Offering Size in the following priority: (a) in the case of one or more Holders received within 10 days after delivery a Public Offering by the Company for its own account, in the priority set forth in Section 5.2(b) of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Stockholders Agreement; provided that (i) any Shares proposed by Mezzanine Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed exercising piggyback registration rights to be included in such registration exceeds shall have priority equal to the Maximum Number of Benchmark Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable any Company Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities Shares proposed by Mezzanine Holders exercising piggyback registration rights to be included in such registration exceeds the Maximum Number of Shares, then shall have priority below any Shares proposed to be registered by the Company shall include but above any Benchmark Shares; (b) in such registration: (ithe case of a Public Offering requested by any DLJ Entity or any of their Permitted Transferees, in the priority set forth in Section 5.1(d) first, of the number of shares of Common Stock requested Stockholders Agreement applicable to a Demand Registration made by a DLJ Entity or its Permitted Transferee; provided that any Company Securities proposed by Mezzanine Holders exercising piggyback registration rights to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on registration shall have priority equal to the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agreeBenchmark Shares; and (iii) third, the number of shares of Common Stock that the Company proposes to sell.and (c) If in the case of a Public Offering requested by any Piggyback Other Stockholder, in the priority set forth in Section 5.1(d) of the Stockholders Agreement applicable to a Demand Registration is a primary or secondary underwritten offering, the made by an Other Stockholder; provided that any Company Securities proposed by Mezzanine Holders exercising piggyback registration rights to be included in such registration shall have priority equal to the right Shares requested to select, in its sole discretion, be registered by the managing underwriter or underwriters to administer any such offeringOther Stockholders. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Subject to the terms of this section 8, if, at any time during the Exercise Period, the Company has registered or has determined proposes to register any of its equity securities for its own account under the Act (other than a registration statement (i) on Form S-8 or for the account any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such form or in connection with any merger, consolidation, acquisition or exchange offer, (iii) in connection with a rights offering exclusively to existing holders of other security holders Common Stock, (iv) in connection with an offering solely to employees of the Company on any registration form or its subsidiaries, or (other than Form S-4 or S-8v) which permits the inclusion relating to a transaction pursuant to Rule 145 of the Registrable Securities (a “Piggyback Registration”Act), the Company it will give the Holders written notice thereof promptly by registered mail, at least thirty (but in no event less than 15 30) days prior to the anticipated filing dateof each such registration statement, to the Holder of its intention to do so. If Holder notifies the Company within twenty (20) and, subject days after receipt of any such notice of its desire to Section 4.02(c), shall include any Warrant shares held by such Holder or Warrant shares underlying Warrants held by such Holder in such proposed registration all Registrable Securities requested statement, the Company shall afford any such Holder of the opportunity to be included therein have any such Warrant shares held by such Holder or Warrant shares underlying Warrants held by such Holder, registered under such registration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 8, the Company shall have the right at any time after it shall have given written notice pursuant to the this Section 8 (irrespective of whether a written request for inclusion of one any such securities shall have been made) to elect not to file any such proposed registration statement, or more Holders received within 10 days to withdraw the same after delivery of the Company’s noticefiling but prior to the effective date thereof. If a Piggyback Registration is initiated as a an underwritten primary underwritten offering registration on behalf of the Company, and the managing underwriters advise the Company and the Holders in writing that in their reasonable opinion based upon market conditions the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number that can be sold in such offering of Shareswould impair the pricing of such offering, the Company shall will include in such registration: registration (i) first, the number of shares of Common Stock that securities the Company proposes to sell; and , (ii) second, up to the full number of shares of applicable Common Stock and other Registrable Securities requested to be included therein in such registration by holders of Common Stock and other Registrable Securitieswith prior or superior piggyback registration rights, including Holders who have provided notice (iii) third, the number of applicable total Warrant shares requested to be included in accordance with this Section 4.02(a)such registration, pro rata among all such holders the Holders of the Warrant Agreements on the basis of the number of shares requested by such Holders of Common Stock and other Registrable Securities requested the Warrant Agreements to be included therein by all and which, in the opinion of the managing underwriter, can be sold without adversely affecting the price range or probability of success of such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holdersoffering, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and (iv) fourth, other Registrable Securities proposed securities to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. Unless all of the Shares issuable upon exercise of this Warrant (athe “Registrable Securities”) If at are included in an effective registration statement with a current prospectus, the Holders of the Purchase Warrants shall have the right for a period of not more than five (5) years from the commencement of the sales of this offering, to include the remaining Registrable Securities as part of any time other registration of securities filed by the Company has registered (other than (i) a registration effected solely to implement an employee benefit plan or has determined a transaction to register which Rule 145 of the Act is applicable, or (ii) a registration statement on Form F-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of its securities this Warrant for sale to the public), whether for its own account or for the account of other security holders one or more shareholders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 thirty (30) days prior to the anticipated filing dateof such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.02(c2(f), shall include in such registration all such number of the Registrable Securities that the Holders have (within thirty (30) days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of Class A Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of Class A Ordinary Shares that the Company proposes to sell and (ii) second, the number of Class A Ordinary Shares, if any, requested to be included therein pursuant to by selling shareholders (including the written request of one or more Holders received within 10 days after delivery Holder) allocated pro rata among all such persons on the basis of the Company’s noticenumber of Class A Ordinary Shares then owned by each such person. If a any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, select the number of shares of Common Stock that the Company proposes investment banking firm or firms to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or act as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any in connection with such offering. . Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2(f) shall terminate on the earlier of (di) The Company the third anniversary of the effective date of the Registration Statement and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not grant to any Person be applicable so long as the right to request Company’s Registration Statement on Form F-1 (No. 333-[ ]) covering the Company to register any Common Stock in a Piggyback Registration unless Registrable Securities remains effective at such rights are consistent with the provisions of this Section 4.02time.

Piggyback Registration Rights. (a) If at At any time within two years of the Company has registered or has determined date of closing of the Merger Agreement that ITC proposes to register (including for this purpose a registration effected by ITC for Shareholders other than the Shareholders, except as set forth below) any shares of its securities Common Stock under the Securities Act for its own account or for the account of other security holders of the Company on any registration form sale within such two-year period (other than registration of ITC's Common Stock for issuance or sale (i) pursuant to Section 4.1 hereof, (ii) in connection with (A) employee or non-employee director compensation or benefit programs, (B) an exchange offer or an offering of securities solely to the existing Shareholders or employees of ITC, or (C) an acquisition, merger or other business combination using a registration statement on Form S-4 or S-8any successor or other appropriate form), ITC will give prompt written notice (which, in any event, shall be given no less than 20 days prior to the filing of a registration statement with respect to such offering) to the Shareholders of its intention to do so and, upon the written request of Shareholders, acting as a group by an affirmative vote of a majority in interest and not individually, sent within 15 days after the effective date of any such notice, ITC will, subject to the provisions of Section 4.2(b) hereof, use its reasonable best efforts to cause all Registrable Securities as to which permits the inclusion Shareholders shall have so requested registration, to be registered under the Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering so registered on behalf of the CompanyShareholders in the same manner as ITC (or Shareholder other than the Shareholders, as the case may be) proposes to offer its shares of Common Stock. (b) ITC shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Shareholders to be included in the registration for such offering on the same terms and conditions as the shares of Common Stock of ITC included therein. Notwithstanding the foregoing, if the managing underwriter of underwriters of such offering deliver an opinion to ITC and the Shareholders that the total number of shares of Common Stock which the Shareholders or ITC, and any other Person, intend to include in such offering will in the good faith opinion of such managing underwriter or underwriters advise materially and adversely affect the Company and the Holders that in their reasonable opinion success of such offering, then the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds offered for the Maximum Number account of Shares, the Company Shareholders shall include in such registration: (i) first, be reduced pro rata based upon the number of shares of Common Stock that the Company proposes proposed to sell; and (ii) secondbe sold by ITC, the Shareholders and other Persons to the extent necessary to reduce the total number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, offering to the number of shares recommended by such managing underwriter; provided, that if shares of Common Stock requested to such reduction shall first be included therein by made form the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested intended to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein offered by such holders or as such holders and Persons other than the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellShareholders. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Subject to Section 2.4(c), if the Company at any time the Company has registered or has determined proposes to register any file an Underwritten Offering Filing for an Underwritten Offering of its securities shares of Common Stock for its own account or for the account of any other security holders of the Company on any Persons who have or have been granted registration form (rights, other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Holders (a “Piggyback RegistrationUnderwritten Offering”), the Company it will give the Holders written notice thereof promptly of such Piggyback Underwritten Offering to each Holder (but in no event less other than 15 days prior to any Opt-Out Holder), which notice shall include the anticipated filing date) date of the Underwritten Offering Filing and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ 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 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 shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company proposes shall use its reasonable best efforts to sellinclude in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that in the case of a “takedown” of Common Stock registered under a shelf registration statement previously filed by the Company, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered; and provided further, 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 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 Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) secondin the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be 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 right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering for any or no reason whatsoever 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 inform the Company of its good faith 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 the Company or such other Persons who have or have been granted registration rights (and any other Registrable Securities shares of Common Stock requested to be included therein by holders of Common Stock and any other Registrable Securities, including Holders who have provided notice in accordance Persons having registration rights with this Section 4.02(arespect to such offering), pro rata among all would materially and adversely affect such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include in such registration: 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, pro rata among the Existing Holders participating in the Piggyback Underwritten Offering, based on the number of shares of Common Stock each requested to be included therein by included, (3) third, to the holder(s) requesting such registration; (ii) secondextent that the number of Company Securities plus the number of Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the Holder Securities, pro rata among the Piggybacking Holders, based on the number of shares of Common Stock and other Registrable Securities each requested to be included therein by other holders included, and (4) fourth, to the extent that the number of Company Securities plus the number of Holder Securities and Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock and that other Registrable Securities, including the Holders (if the Holders Persons who have elected or have been granted registration rights propose to include Registrable Securities in such Piggyback Registration)include, pro rata among such holders other Persons based on the basis of the number of shares of Common Stock and other Registrable Securities each requested to be included therein by (or on such holders 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); (ii) if the Piggyback Underwritten Offering is initiated on or as such holders and before the Company may otherwise agreethird anniversary of the Closing Date for the account of any other Persons who have or have been granted registration rights: (1) first, the Existing Holder Securities, pro rata among the Existing Holders participating in the Piggyback Underwritten Offering, based on the number of shares of Common Stock each requested to be included; and provided, however, that the Existing Holders shall participate in Section 2.4(c)(iii)(2), rather than this Section 2.4(c)(ii)(1), following July 1, 2024, (iii2) 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, pro rata among the Piggybacking Holders, based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number of Holder Securities and Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, 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), and (4) fourth, to the extent that the number of Holder Securities and Existing Holder Securities plus the number of shares of Common Stock that such other Persons propose to include is less than the Section 2.4 Maximum Number of Shares, any Company proposes to sell.Securities; or (ciii) If if the Piggyback Underwritten Offering is initiated after the third anniversary of the Closing Date for the account of any Piggyback Registration is a primary other Persons who have or secondary underwritten offeringhave been granted registration rights: (1) first, the Company shall have shares of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the right number of shares of Common Stock each requested to selectbe 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, in its sole discretionto 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 managing underwriter or underwriters Existing Holder Securities, pro rata among the Existing Holders participating in the Piggyback Underwritten Offering, based on the number of shares of Common Stock each requested to administer any such offering.be included, (d3) The Company shall not grant third, to any Person the right to request extent that the Company to register any number of shares of Common Stock in a Piggyback Registration unless proposed to be included by such rights are consistent with other Persons plus the provisions number of this Existing Holder Securities is less than the Section 4.022.4 Maximum Number of Shares, the Holder Securities, pro rata among the Piggybacking Holders, based on the number of shares of Common Stock each requested to be included, and (4) 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 and Existing Holder Securities is less than the Section 2.4 Maximum Number of Shares, any Company Securities.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined shall determine to register any of its securities Common Stock either for its own account or for the account of any stockholders exercising demand registration rights, other security holders of than a registration relating solely to employee benefit plans, or a corporate reorganization or other transaction covered by Rule 145 (or its successor rule) promulgated by the Company Securities and Exchange Commission (the "Commission") under the Securities Act, or a registration on any registration form (other than Form S-4 that does not permit secondary sales, or S-8) which permits on a form that does not include substantially the inclusion same information as would be required to be included in a registration statement covering the sale of the Registrable Securities (a “Piggyback Registration”)shares of Warrant Stock, then the Company will give the Holders written notice thereof promptly will: i) at least thirty (but in no event less than 15 30) days prior to filing any such registration statement under the anticipated filing dateSecurities Act, give to the Holder written notice thereof; ii) and, subject to Section 4.02(c)Sections 9(b) and (d) hereof, shall use commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance; provided, that in no event shall the Company be required in connection therewith or as a condition thereto to qualify to do business or file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdictions and except as may be required by the Securities Act), and in any underwriting involved therein, all Registrable Securities requested to the shares of Warrant Stock specified in a written request or requests, made by the Holder and received by the Company within twenty (20) days after the written notice from the Company described in clause (a) above is mailed or delivered by the Company. Such written request may specify all or a part of the Warrant Stock; iii) The registration rights set forth in this Section 9(a) hereunder shall be included therein pursuant afforded to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice Holder in accordance with this the priorities set forth in Section 4.02(a)9(b) hereof; and iv) If the Common Stock is then listed on any national securities exchange (as defined in the Exchange Act) or is then quoted on NASDAQ, pro rata among use commercially reasonable efforts to list all Warrant Stock covered by such holders registration statement on the basis of national securities exchange on which the number of shares of Common Stock is then listed, and other Registrable Securities requested if not so listed, to be included therein by all such holders or as such holders and the Company may otherwise agreequoted on NASDAQ if then quoted. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Subject to Section 2.4(c), if the Company at any time the Company has registered or has determined proposes to register any file an Underwritten Offering Filing for an Underwritten Offering of its securities shares of Common Stock for its own account or for the account of any other security holders of the Company on any Persons who have or have been granted registration form (rights, other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Holders (a “Piggyback RegistrationUnderwritten Offering”), the Company it will give the Holders written notice thereof promptly of such Piggyback Underwritten Offering to each Holder (but in no event less other than 15 days prior to any Opt-Out Holder), which notice shall include the anticipated filing date) date of the Underwritten Offering Filing and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ 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 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 shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company proposes shall use its commercially reasonable efforts to sellinclude 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 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 Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) secondin the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be 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 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 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 the Company or such other Persons who have or have been granted registration rights (and any other Registrable Securities shares of Common Stock requested to be included therein by holders of Common Stock and any other Registrable Securities, including Holders who have provided notice in accordance Persons having registration rights with this Section 4.02(arespect to such offering), pro rata among all would materially and adversely affect such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Sharesoffering, then the Company shall include in such registration: 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 Holder Securities, pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to be included therein by included, and (3) third, to the holder(s) requesting extent that the number of Company Securities plus the number of 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 registration; (ii) second, other Persons based on the number of shares of Common Stock and other Registrable Securities each requested to be included therein by (or on such other holders basis of shares allocation among such other Persons as may be provided for in the instruments governing the registration rights of Common Stock and other Registrable Securities, including the Holders such Persons with respect to such Piggyback Underwritten Offering); (ii) if the Holders Piggyback Underwritten Offering is initiated on or before the third anniversary of the Closing Date for the account of any other Persons who have elected to include Registrable Securities in such Piggyback Registration)or have been granted registration rights: (1) first, the Holder Securities, pro rata among such holders the Piggybacking Holders based on the basis of the number of shares of Common Stock and each requested to be included, (2) second, to the extent that the number of Holder Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that such other Registrable Securities Persons propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included therein by (or on such holders or other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such holders and the Company may otherwise agree; and Persons with respect to such Piggyback Underwritten Offering), and (iii3) third, to the extent that the number of Holder Securities plus the number of shares of Common Stock that such other Persons propose to include is less than the Section 2.4 Maximum Number of Shares, any Company proposes to sell.Securities; or (ciii) If if the Piggyback Underwritten Offering is initiated after the third anniversary of the Closing Date for the account of any Piggyback Registration is a primary other Persons who have or secondary underwritten offeringhave been granted registration rights: (1) first, the Company shall have shares of Common Stock that such other Persons propose to include, pro rata among such other Persons based on the right number of shares of Common Stock each requested to selectbe 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, in its sole discretionto 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 managing underwriter or underwriters Holder Securities, pro rata among the Piggybacking Holders based on the number of shares of Common Stock each requested to administer any such offering.be included, and (d3) The Company shall not grant third, to any Person the right to request extent that the Company to register any number of shares of Common Stock in a Piggyback Registration unless proposed to be included by such rights are consistent with other Persons plus the provisions number of this Holder Securities is less than the Section 4.022.4 Maximum Number of Shares, any Company Securities.

Piggyback Registration Rights. (a) If the Company at any time the Company has registered or has determined proposes to register for sale or sells any of its 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 account of any other security holders of the Company on any registration form person (including a Demand Party) (collectively, an “ Offering”) (other than Form S-4 or S-8) which permits pursuant to business combination transactions, employee benefit plans and other customary exceptions to be negotiated and set out in the inclusion of the Registrable Securities (a “Piggyback Registration”Registration Rights Agreement), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior each Demand Party shall be entitled to the anticipated filing date) and, subject to Section 4.02(c), shall include 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 Registrable Securities of such securities that such Initiating Party requested to be included therein pursuant sold and provided further that if the Initiating Party is a Demanding Holder, then the other Demand Party 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 written request priority in the preceding sentence, in the event that such Offering is: (A) for the account of one or more Holders received within 10 days after delivery of (i) the Company’s notice. If , then each Demand Party and any other person entitled to piggyback registration rights with respect to such registration statement shall be entitled to participate on a Piggyback Registration is initiated as a primary underwritten offering pro rata basis based on behalf of their relative percentage interests in the Company, and the managing underwriters advise (ii) any other person other than a Demand Party, then (x) each Demand Party and any other person entitled to piggyback registration rights 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 (y) if a Demand Party and/or another person exercises piggyback registration rights with respect to such registration statement, the Holders that in their reasonable opinion Company shall be entitled to participate on a pro rata basis up to the sum of the number of shares of Common Stock and other Registrable Securities such securities proposed to be included by (A) the Demand Parties and (B) the other person(s), unless 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 (i) any person other than a Demand Party entitled to piggyback registration rights with respect to such registration exceeds statement shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Maximum Number of SharesCompany and (ii) if any such other person exercises piggyback registration rights with respect to such registration statement, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes be entitled to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), participate on a pro rata among all such holders on basis up to the basis sum of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities securities proposed to be included in by such registration exceeds other person(s), unless the Maximum Number managing underwriter determines that inclusion of Shares, then additional securities by the Company shall include above such sum will not adversely affect the price or success of such sale by the Demand Parties or any other participating person(s), provided that in all such registration: cases set out in the foregoing clauses (i) firstand (ii), such participation would not, in the number determination of shares the managing underwriter, adversely affect the price or success of Common Stock requested to be included therein such sale by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellinitiating party. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time there is not an effective registration statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company has registered or has determined shall determine to register any of its securities prepare and file with the SEC a registration statement relating to an offering for its own account or for the account of other security holders others under the Securities Act of the Company on any registration form of its equity securities (other than on Form S-4 or S-8Form S-8 (each as promulgated under the Securities Act) which permits or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the inclusion Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination. Within fifteen (15) days after the date of the delivery of such notice, any such Investor may deliver a written request (accompanied by a completed and signed Notice of Registration Statement and Selling Securityholder Questionnaire in the form attached hereto as Exhibit D) that the Company include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered (a “Piggyback Registration”); provided, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shareshowever, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes not be required to sell; and (ii) second, the number of shares of Common Stock and other register any Registrable Securities requested that are eligible for resale pursuant to be included therein Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(aRule 144(c)(1) (or Rule 144(i)(2), pro rata among all such holders on if applicable) or that are the basis subject of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreea then-effective registration statement. (b) If a Piggyback Registration is initiated as relates to an underwritten registration primary offering on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration offering exceeds the Maximum Number number which can be sold without adversely affecting the marketability of Sharessuch offering (including an adverse effect on the per share offering price), then the Company shall will include in such registrationregistration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the number of shares of Common Stock requested securities the Company proposes to be included therein by the holder(s) requesting such registration; sell, (ii) second, the number of shares of Common Stock and other Registrable Securities of the Investors who have requested to be included therein by other holders registration of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registrationpursuant to Section 9.2(a), pro rata among such holders on the basis of the aggregate number of such securities or shares of Common Stock and other Registrable Securities requested to be included therein owned by each such holders or as such holders and the Company may otherwise agree; person and (iii) third, the number any other securities of shares of Common Stock that the Company proposes that have been requested to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offeringbe so included, subject to the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions terms of this Section 4.02Agreement.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined ------------------------------- shall determine to register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to Siena and to each of the Holder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall use its own account best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this Article VI as ---------- "Registrable Securities") that such Holder requests to be registered, provided, ---------------------- however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon ------------ such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the ------------------- Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "Total Securities") is ---------------- sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of other security holders any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Total Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number amount or kind of shares of Common Stock requested securities to be included therein offered for the account of the Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the holder(s) requesting such registration; (ii) second, Company Underwriter. Notwithstanding the number provisions of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offeringthis Section 6.01, the Company shall have the right right, at any time after it shall have ------------ given written notice pursuant to selectthis Section 6.01 (irrespective of whether a ------------ written request for inclusion of Registrable Securities shall have been made), in its sole discretion, the managing underwriter or underwriters to administer elect not to file any such offeringproposed registration statement or to withdraw the same after the filing and prior to the effective date thereof. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes a Registration and the registration form to register any of its securities for its own account or be used may be used for the account registration of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities Warrant Shares (a “Piggyback Registration”), the Company will give the Holders ten (10) days prior written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject Holder of its intention to Section 4.02(c), shall effect such a Registration and include in such Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities requested Warrant Shares with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 five (5) days after delivery the receipt of the Company’s notice. If a Piggyback . (b) The Company will include in such Registration is initiated as a primary underwritten offering on behalf of the Company, and all securities requested to be included in such Registration; provided that if the managing underwriters advise the Company and the Holders in writing that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration Registration exceeds the Maximum Number number which can be sold in such offering without adversely affecting the marketability of Sharesthe offering, the Company shall will include in such registration: registration (i) first, the number of shares of Common Stock that securities the Company proposes to sell; and , (ii) second, the number of shares of Common Stock and other Registrable Securities securities, if any, requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds Registration pro rata, if necessary, among the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and such other Registrable Securities, including the Holders (if the Holders securities who have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agreedemand registration rights; and (iii) third, the number of shares securities, if any, requested to be included in such Registration pro rata, if necessary, among the holders of Common Stock that such other securities who have piggyback registration rights, including the Company proposes Holder, and (iv) fourth, other securities, if any, requested to sellbe included in such registration pro rata, if necessary, among the holders of such other securities on the basis of the number of such other securities requested to be included therein by each such holder. (c) If any During such time as the Holder may be engaged in a distribution of securities pursuant to an underwritten Piggyback Registration is a primary or secondary underwritten offeringRegistration, the Company Holder shall have distribute any Warrant Shares held by the right to select, Holder only under the registration statement and solely in its sole discretion, the managing underwriter or underwriters to administer any such offeringmanner described therein. (d) The Company shall not grant to will pay all Registration Expenses in connection with any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless whether or not such rights are consistent with the provisions of this Section 4.02Piggyback Registration has become effective.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of its securities the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Warrant for sale to the public, whether for its own account or for the account of other security holders one or more shareholders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 thirty (30) days prior to the anticipated filing dateof such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.02(c2(f), shall include in such registration such number of Shares underlying this Warrant (the “Registrable Securities”) that the Holders have (within thirty (30) days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of Ordinary Shares to be included in such registration, including all Registrable Securities Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of Ordinary Shares that the Company proposes to sell and (ii) second, the number of Ordinary Shares, if any, requested to be included therein pursuant to by selling shareholders (including the written request of one or more Holders received within 10 days after delivery Holder) allocated pro rata among all such persons on the basis of the Company’s noticenumber of Ordinary Shares then owned by each such person. If a any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, select the number of shares of Common Stock that the Company proposes investment banking firm or firms to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or act as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any in connection with such offering. . Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2(f) shall terminate on the earlier of (di) The Company the third anniversary of the effective date of the Registration Statement and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not grant to any Person be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-259012) covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right to request shall not exceed seven years from the Company to register any Common Stock commencement date of sales in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Company’s initial public offering .

Piggyback Registration Rights. (a) If Except as provided at Section 11.1(b) below, if at any time or times beginning one year after the Company has registered or has determined Closing Date, TeleBanc proposes to register any make a public offering of its securities for its own account or for the account of other security holders TeleBanc Common Stock which requires registration under applicable rules and regulations of the Company on any registration form (SEC, other than Form S-4 or S-8) which permits the an offering not suitable for inclusion of shares of selling stockholders for offer to the Registrable Securities (public, such as shares being offered in connection with an employment benefit plan or in connection with a “Piggyback Registration”)merger, the Company will TeleBanc shall give the Holders written notice thereof promptly of the proposed registration to MET Holdings and Xxxxxxxxx (but in no event each a "Holder") not less than 15 14 business days prior to the anticipated proposed filing date) anddate of the registration form with the SEC, subject and at the written request of a Holder delivered to Section 4.02(c)TeleBanc within 10 days after the receipt of such notice, TeleBanc shall include in such registration and offering, and in any underwriting of such offering, all Registrable Securities requested to be included therein shares of TeleBanc Common Stock acquired by the Holder pursuant to this Agreement (collectively with respect to the written request Holders, the "Shares") that have been designated for registration in the Holder's request. TeleBanc may withdraw any proposed registration statement or offering of one or more Holders received within 10 days after delivery of the Company’s notice. securities under this Section 11 at any time without any liability to a Holder hereunder. (b) If a Piggyback Registration registration in which the Holders have the right to participate pursuant to this Section 11 is initiated as a primary an underwritten public offering on behalf of the Company, and the managing underwriters advise the Company and the Holders underwriter advises TeleBanc in writing that in their reasonable its opinion the number of shares of Common Stock and other Registrable Securities proposed securities requested to be included in such registration exceeds the Maximum Number number that can be sold in such offering consistent with the pricing expectations of SharesTeleBanc, the Company then TeleBanc first shall include in such registration: (i) first, offering the number of shares of TeleBanc Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested proposed to be included therein sold by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance TeleBanc if consistent with this Section 4.02(a), pro rata among all such holders on the basis aforementioned opinion of the number of managing underwriter, second shall include the shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds by any holder of registration rights in connection with the Maximum Number of SharesUnit Sale, then and thereafter, Shares requested to be included by the Company shall include in such registration: (iHolder(s) firstand shares requested to be included by other selling stockholders who hold registration rights pursuant to pre-existing written agreements with TeleBanc, if any, pro rata based upon the number of shares of TeleBanc Common Stock requested by each such selling stockholder to be included therein by the holder(s) requesting in such registration; (ii) second, or in such other amounts upon which TeleBanc, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders Holder(s) and the Company other selling stockholders may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. Unless all of the Shares issuable upon exercise of this Warrant (athe “Registrable Securities”) If at are included in an effective registration statement with a current prospectus, the Holders of the Purchase Warrants shall have the right for a period of not more than five (5) years from the commencement of the sales of this offering, to include the remaining Registrable Securities as part of any time other registration of securities filed by the Company has registered (other than (i) a registration effected solely to implement an employee benefit plan or has determined a transaction to register which Rule 145 of the Act is applicable, or (ii) a registration statement on Form F-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of its securities this Warrant for sale to the public), whether for its own account or for the account of other security holders one or more shareholders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 thirty (30) days prior to the anticipated filing dateof such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.02(c2(f), shall include in such registration all such number of the Registrable Securities that the Holders have (within thirty (30) days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of Class A Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of Class A Ordinary Shares that the Company proposes to sell and (ii) second, the number of Class A Ordinary Shares, if any, requested to be included therein pursuant to by selling shareholders (including the written request of one or more Holders received within 10 days after delivery Holder) allocated pro rata among all such persons on the basis of the Company’s noticenumber of Class A Ordinary Shares then owned by each such person. If a any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, select the number of shares of Common Stock that the Company proposes investment banking firm or firms to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or act as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any in connection with such offering. . Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2(f) shall terminate on the earlier of (di) The Company the third anniversary of the effective date of the Registration Statement and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not grant to any Person be applicable so long as the right to request Company’s Registration Statement on Form F-1 (No. 333-277731) covering the Company to register any Common Stock in a Piggyback Registration unless Registrable Securities remains effective at such rights are consistent with the provisions of this Section 4.02time.

Piggyback Registration Rights. (a) If If, at any time after the Company has registered or has determined date that is six (6) months following the Public Offering (the “Six Month Anniversary”), the Parent proposes to register any of its securities under the Securities Act, whether for its own account or for the account of other security holders of the Company on any registration form others, (other than (x) a registration on Form S-4 or S-8S-8 or any successor form to such forms and (y) the registration statement currently being prepared by Parent, pursuant to which permits Parent anticipates registering on behalf of selling stockholders a total of approximately 400,000 shares of Parent Common Stock purchased from Parent in connection with private placement transactions and two prior acquisitions, provided, that such registration statement is filed with the inclusion SEC prior to the Six Month Anniversary), then, as soon as practicable after the Parent’s determination to undertake such registration, the Parent shall give written notice of such proposed filing to each Note Holder and Eligible Stockholder (each a “Registration Rights Holder”) and, within twenty (20) days after receipt of such written notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the timing of the filing of such registration statement, the Registration Rights Holder may elect to request inclusion in such registration such number of the Registration Rights Holder’s Parent Common Stock constituting the Merger Consideration and Note Holder Payments (collectively, the “Registrable Securities Securities”) as the Registration Rights Holder may request in writing (a “Piggyback Registration”). If the Registration Rights Holder so requests, the Company will give Parent shall include in such Piggyback Registration all Registrable Securities which are requested to be included therein, to the Holders extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice thereof promptly (but in no event less than 15 days of its intention to register any securities and prior to the anticipated filing date) effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Registration Rights Holder and, subject thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 4.02(c), 4.6 for the same period as the delay in registering such other securities. (b) Parent shall include in such registration statement all or any part of such Registrable Securities requested that a Registration Rights Holder requests to be registered; provided, however, that Parent shall not be required to register any Registrable Securities pursuant to this Section 4.6 that are eligible for sale pursuant to Rule 144 of the Securities Act without volume limitations or restrictions. (c) In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Registration Rights Holder, then (x) the number of Registrable Securities of the Registration Rights Holders included therein in such registration statement shall be reduced, pro rata based on the number of Registrable Securities that each Registration Rights Holder has requested be included in such registration statement and the aggregate number of Registrable Securities that the Registration Rights Holders and any other holders of shares of Parent Common Stock that have the same registration rights as provided to the Registration Rights Holders hereunder (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Registration Rights Holders shall be included in such registration statement, if Parent after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Registration Rights Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent). (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a registration pursuant to the written request provisions of one this Section 4.6 as constituting an offering of securities by or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of Parent, or in any other manner, such that the Company, Staff or the SEC do not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the managing underwriters advise continuous resale at the Company and market by the Registration Rights Holders that in their reasonable opinion participating therein (or as otherwise may be acceptable to each Registration Rights Holder) without being named therein as an “underwriter,” then Parent shall reduce the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds statement by all Registration Rights Holders and the Maximum Number of SharesOther Holders until such time as the Staff and the SEC shall so permit such registration statement to become effective as aforesaid. In making such reduction, the Company Parent shall include in such registration: (i) first, reduce the number of shares to be included by all Registration Rights Holders and the Other Holders on a Pro Rata basis unless the inclusion of Common Stock that shares by a particular Registration Rights Holder or Other Holder or a particular set of Registration Rights Holders or Other Holders are resulting in the Company proposes Staff’s or the SEC’s “by or on behalf of Parent” offering position, in which event the shares held by such Registration Rights Holder or Other Holder or set of Registration Rights Holders or Other Holders shall be the only shares subject to sell; reduction (and (ii) second, if by a set of Registration Rights Holders or Other Holders on a Pro Rata basis by such Registration Rights Holders or Other Holders or on such other basis as would result in the exclusion of the least number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders Registration Rights Holders or as such holders and Other Holders). In addition, in the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock event that the Company proposes Staff or the SEC requires any Registration Rights Holder seeking to sell. (c) If any Piggyback Registration is sell securities under a primary or secondary underwritten offering, the Company shall have the right registration pursuant to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.024.6 to be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Registration Rights Holder does not consent to being so named as an underwriter in such registration statement, then, in each such case, Parent shall reduce the total number of Registrable Securities to be registered on behalf of such Registration Rights Holder, until such time as the Staff or the SEC does not require such identification or until such Registration Rights Holder accepts such identification and the manner thereof. (e) Parent shall use commercially reasonable efforts to keep effective any registration contemplated by this Section 4.6 and shall, from time to time, amend or supplement each applicable registration statement, preliminary prospectus, and final prospectus for such period of time as shall be required to permit the Registration Rights Holders to complete the offer and sale of the Registrable Securities covered thereby. Notwithstanding the preceding sentence, Parent shall in no event be required to keep any such registration in effect for a period in excess of six (6) months from the date on which the Registration Rights Holders are first free to sell such Registrable Securities; provided, however, that, if Parent is required to keep any such registration in effect with respect to securities other than the Registrable Securities beyond such period, Parent shall keep such registration in effect as it relates to the Registrable Securities for so long as such registration remains or is required to remain in effect in respect of such other securities. (f) Parent may grant piggy back registration rights to other persons so long as such rights are pari passu or subordinate to the rights of the Registration Rights Holders and nothing herein contained shall prohibit Parent from granting to any person demand registration rights.

Piggyback Registration Rights. (a) If If, at any time time, the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form statement (other than (i) on Form S-3 relating to any dividend reinvestment or similar plan or (ii) Forms S-4 or S-8S-8 or any successor form to such forms) which that permits the inclusion of the Registrable Securities (a “Piggyback Registration”)Securities, the Company will shall give the Holders written notice thereof promptly (but in no event less than 15 20 days prior to the anticipated filing date) and, subject to Section 4.02(c3(b), shall include in such registration Piggyback Registration Statement all Registrable Securities requested to be included therein pursuant to the written request (a “Piggyback Request”) of one or more Holders (the “Piggyback Holders”) received within 10 days after delivery of the Company’s notice. . (b) If a Piggyback Registration Statement is initiated as filed in connection with a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and that, in the Holders that in their reasonable opinion of the managing underwriters, the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration Piggyback Registration Statement exceeds the Maximum Number of Shares, the Company shall include in such registration: Piggyback Registration Statement, unless otherwise agreed by the Company and the Majority Selling Holders, (i) first, the number of shares of Common Stock (or other common shares of the Company) that the Company proposes to sell; , and (ii) second, the Registrable Securities of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(aeach such Piggyback Holder), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (bc) If a Piggyback Registration Statement is initiated as filed in connection with an underwritten registration offering on behalf of a holder of shares of Common Stock other than the Holdersunder this Agreement, and the managing underwriters advise the Company that that, in their the reasonable opinion of the managing underwriters, the number of shares of Common Stock and other Registrable Securities proposed to be included in sold pursuant to such registration Piggyback Registration Statement exceeds the Maximum Number of Shares, then the Company shall include in such registration: Piggyback Registration Statement, unless otherwise agreed by the Company and such holder(s) (including, if applicable, a majority of the Piggyback Holders), (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; , (ii) second, the Registrable Securities of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Securities requested to be included by each such Piggyback Holder, if necessary), (iii) third, the number of shares of Common Stock and other Registrable Securities requested to be included therein by any other holders of shares of Common Stock and other Registrable Securitiesholders, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iiiiv) thirdfourth, the number of shares of Common Stock that the Company proposes to sell. (cd) If any Piggyback Registration Statement is filed in connection with a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (de) The Company shall not grant to any Person the right to request the Company to register any Common Stock in on a Piggyback Registration Statement unless such rights are consistent with the provisions of this Section 4.023. (f) If, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the securities originally intended to be included in such registration statement, the Company may, at its election, give written notice of such determination to the Piggyback Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration statement.

Piggyback Registration Rights. (a) If at At any time following one year after ----------------------------- the Company has registered or has determined Closing Date, whenever HDS proposes to register any of its securities HDS Stock for its own or others' account or under the 1933 Act for the account a public offering, other than (i) registrations of other security holders shares to be used as consideration for acquisitions of additional businesses by HDS and (ii) registrations relating to employee benefit plans, HDS shall give each of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders STOCKHOLDERS prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the STOCKHOLDERS given within 10 thirty (30) days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed HDS shall cause to be included in such registration exceeds all of the Maximum Number HDS Stock issued pursuant to this Agreement which any such STOCKHOLDER requests. In addition, if HDS is advised in writing in good faith by any managing underwriter of Sharesan underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided -------- that such reduction shall be made first by reducing the number of shares to be ---- sold by persons other than HDS, the Company stockholders named on Annex III hereto, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall include be made first by reducing the number of shares to be sold by the stockholders named on Annex III hereto and the Founding Stockholders, with such further reduction being made so that to the extent any shares can be sold by stockholders named in Annex III hereto and the Founding Stockholders, each such registration: (i) first, stockholder will be permitted to sell a number of shares proportionate to the number of shares of Common HDS Stock owned by such stockholder immediately after the Closing, provided that the Company proposes if any stockholder does not wish to sell all shares such stockholder is permitted to sell; and (ii) second, the number of opportunity to sell additional shares of Common Stock and other Registrable Securities requested shall be reallocated in the same manner to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice those stockholders named in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders Annex III hereto and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Founding Stockholders who wish to sell more shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of until no more shares of Common Stock and other Registrable Securities proposed to can be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein sold by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellstockholders. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time after the Closing Date, the Company has registered or has determined proposes to register any of its securities for its own account or for Common Stock under the account of other security holders of the Company on any registration form 1933 Act (a “Proposed Registration”) (other than (i) in connection with registrations on Form S-4 or S-8Form S-8 promulgated by the SEC or similar or successor forms, or (ii) which permits a registration on any form that does not include substantially the inclusion same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Securities, the Company will shall promptly give the Holders written notice thereof promptly (but in no event the “Piggyback Notice”) of such Proposed Registration to each of the Investors (which notice shall be given not less than 15 thirty (30) days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery expected effective date of the Company’s notice. If a Piggyback registration statement, and in any event within five (5) Business Days after its receipt of notice of any exercise of demand registration rights) and shall offer each Investor the right to include any of their Registrable Securities in the Proposed Registration; provided, however, that if the Proposed Registration is initiated as a primary underwritten for an offering on behalf pursuant to Rule 415, the Company shall only be required to include the Permitted Registrable Shares. (b) Each Investor shall have twenty (20) days from the date of receipt of the Company, and the managing underwriters advise Piggyback Notice to deliver to the Company and the Holders that in their reasonable opinion a written request specifying the number of shares of Common Stock and other Registrable Securities proposed such Investor intends to be included sell and such Investor’s intended method of disposition. Any Investor shall have the right to withdraw such Investor’s request for inclusion of such Investor’s Registrable Securities in any registration statement pursuant to this Section 2 by giving written notice to the Company of such registration exceeds the Maximum Number of Shareswithdrawal. Subject to Section 2(c) and Section 2(d) below, the Company shall include in such registration: registration statement all such Registrable Securities so requested to be included therein. (ic) first, If the Proposed Registration includes an underwritten primary public offering on behalf of the Company and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of shares of Common Stock (including Registrable Securities) that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten primary public offering shall include the number of securities of the Company that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with such number to be allocated (i) first, to the securities that the Company proposes to sell; and , (ii) second, to the Registrable Securities requested to be included in such registration by the Investors, pro rata among the Investors on the basis of the number of shares of Registrable Securities owned by the Investors, with further successive pro rata allocations among the Investors, if any such Investor has requested the registration of less than all of the Registrable Securities that such Investor is entitled to register, and (iii) third, to any other securities requested to be included in such registration. (d) If the Proposed Registration is an underwritten public offering on behalf of holders of the Company’s securities and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of shares of Common Stock (including Registrable Securities) that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten public offering shall include the number of securities of the Company that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with such number to be allocated (i) first, to the securities requested to be included therein by the holders requesting such registration and to the Registrable Securities requested to be included therein in such registration by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a)the Investors, pro rata among all the holders of such holders securities and the Investors, on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein owned by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten number of Registrable Securities owned by the Investors, with further successive pro rata allocations among such holders and the Investors, if any such holder or Investor has requested the registration on behalf of a holder less than all of the shares of Common Stock other than the Holdersor Registrable Securities that such holder or Investor, as applicable, is entitled to register, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and (ii) second, to any other Registrable Securities proposed securities requested to be included in such registration exceeds registration. (e) If the Maximum Number of Shares, then the Company shall include in such registration: (i) first, Proposed Registration is for an offering pursuant to Rule 415 and the number of shares of Common Stock Registrable Securities requested by the Investors to be included therein by the holder(s) requesting such registration; (ii) second, exceeds the number of shares Permitted Registrable Shares, the initial number of Common Stock and other Registrable Securities requested to be included in any Registration Statement in respect of such Proposed Registration and each increase in the number of Registrable Securities included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), shall be allocated pro rata among such holders the Investors holding Registrable Securities on the basis of the number of Registrable Securities owned by such Investors, with further successive pro rata allocations among the Investors if any such Investor has requested the registration of less than all of the Registrable Securities such Investor is entitled to register. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock and other included in such Registration Statement that remain allocated to any Person that ceases to hold any Registrable Securities requested to be included therein covered by such holders or as such holders and Registration Statement shall be allocated to the Company may otherwise agree; and (iii) thirdremaining Investors, pro rata based on the number of shares of Common Stock Registrable Securities then held by such Buyers that the Company proposes to sellare covered by such Registration Statement. (cf) If any Piggyback Registration is a primary or secondary underwritten offeringSubject to Section 5 hereof, the Company Required Holders shall have the right to selectselect one legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel"), which shall be designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in its sole discretion, performing the managing underwriter or underwriters to administer any such offeringCompany's obligations under this Agreement. (dg) The Notwithstanding anything to the contrary contained herein, if for any reason the SEC asserts or proposes a limitation on the securities to be included in any Registration Statement filed pursuant to this Section 2 in which the Registrable Securities are to be included, the Company shall not grant use diligent efforts to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent advocate with the provisions SEC for the registration of this Section 4.02all of the securities required or requested to be included in such Registration Statement (considering in good faith the input of the Investors and Legal Counsel), in accordance with applicable SEC guidance.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders 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 any a form that would permit registration form (of Registrable Securities, other than Form S-4 a Registration Statement (i) filed in connection with any employee stock option or S-8other benefit plan, (ii) which permits the inclusion for an exchange offer or offering of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed 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 the Holders that in their reasonable opinion the number type of shares of Common Stock and other Registrable Securities proposed securities to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, 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 five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that 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 include 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 offered for the accounts of Stockholders shall be determined based on the provisions of Section 6.03(b). (b) Subject to Section 6.03(a), the Company shall, in good faith, cause such Registrable Securities to be included in such registration: Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Stockholders pursuant to this Section 6.03 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 6.03 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (ic) firstIf the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Stockholders participating in the Piggyback Registration that the dollar amount or number of shares of Common Stock that the Company proposes desires to sell; and , taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Stockholders hereunder, (ii) secondthe Registrable Securities as to which registration has been requested pursuant to Sections 6.01 and 6.02, and (iii) the number of shares of Common Stock and Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis stockholders of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of SharesSecurities, then: i. If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration: (A) first, shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 6.02 and 6.03 hereof; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; ii. If the Registration is pursuant to a request by persons or entities other than the Stockholders, then the Company shall include in any such registration: Registration (iA) first, the number of shares of Common Stock requested to or other equity securities, if any, of such requesting persons or entities, other than the Stockholders, which can be included therein by sold without exceeding the holder(s) requesting such registration; Maximum Number of Securities; (iiB) second, to the number extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 6.02 and 6.03 hereof; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and other Registrable Securities requested to be included therein by other holders of (C), shares of Common Stock and or other Registrable Securities, including equity securities for the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis account of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders persons or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock entities that the Company proposes is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company iii. Any Stockholder shall have the right to select, withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in its sole discretionconnection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the managing underwriter or underwriters Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to administer any such offeringits withdrawal under this Section 6.03. (d) The Company For purposes of clarity, any Registration effected pursuant to Section 6.03 hereof shall not grant to any Person the right to request the Company to register any Common Stock in be counted as a Piggyback Registration unless such rights are consistent with the provisions of this effected under Section 4.026.02 hereof.

Piggyback Registration Rights. (a) If at At any time following one year after ----------------------------- the Company has registered or has determined Closing Date, whenever HDS proposes to register any of its securities HDS Stock for its own or others' account or under the 1933 Act for the account a public offering, other than (i) registrations of other security holders shares to be used as consideration for acquisitions of additional businesses by HDS and (ii) registrations relating to employee benefit plans, HDS shall give each of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders STOCKHOLDERS prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the STOCKHOLDERS given within 10 thirty (30) days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed HDS shall cause to be included in such registration exceeds all of the Maximum Number HDS Stock issued pursuant to this Agreement which any such STOCKHOLDER requests. In addition, if HDS is advised in writing in good faith by any managing underwriter of Sharesan underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided that such reduction shall be made first by reducing the -------- ---- number of shares to be sold by persons other than HDS, the Company stockholders named on Annex III hereto, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall include be made first by reducing the number of shares to be sold by the stockholders named on Annex III hereto and the Founding Stockholders, with such further reduction being made so that to the extent any shares can be sold by stockholders named in Annex III hereto and the Founding Stockholders, each such registration: (i) first, stockholder will be permitted to sell a number of shares proportionate to the number of shares of Common HDS Stock owned by such stockholder immediately after the Closing, provided that the Company proposes if any stockholder does not wish to sell all shares such stockholder is permitted to sell; and (ii) second, the number of opportunity to sell additional shares of Common Stock and other Registrable Securities requested shall be reallocated in the same manner to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice those stockholders named in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders Annex III hereto and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Founding Stockholders who wish to sell more shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of until no more shares of Common Stock and other Registrable Securities proposed to can be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein sold by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellstockholders. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at At any time (i) after the third anniversary of the Closing or (ii) if the Shareholders’ Voting Power exceeds the Maximum Ownership Percentage as a result of a reduction in the outstanding number of shares of Common Stock (including as a result of any forfeiture of any restricted Common Stock or any share repurchase by the Company) and London, the Shareholders and their respective Controlled Affiliates are not in material breach of their obligations set forth in Section 3.1, Section 4.1 or Section 7.4, in connection with the Transfer of Excess Securities, whenever the Company has registered proposes to publicly sell in an underwritten offering or has determined to register for sale any of its equity securities pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act (other than a registration statement on Form S-8 or Form S-4, or, in each case, pursuant to any similar successor forms thereto), whether for its own account or for the account of other security holders one or more securityholders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders written notice thereof promptly to the Shareholders at least thirty (30) Business Days (or if such notice period is not practicable under the circumstances, the Company shall use its reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances, but in no event less than 15 days ten (10) Business Days) prior to the initial filing of such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such sale or registration, including the anticipated filing datedate of the Piggyback Registration Statement, the estimated number, and the class, of shares of equity securities to be included in such Piggyback Registration Statement, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities and, subject to Section 4.02(c5.2(b) and Section 5.2(c), shall include in such registration Piggyback Registration Statement all Registrable Securities requested (including any Registrable Securities held by any Controlled Affiliate) or, in the case of (ii) above, such lesser amount of Registrable Securities that constitute the Excess Securities, of the same class of the securities that are being registered and that are the subject of the offering with respect to be included therein pursuant to which the Company has received a written request from the Shareholders for inclusion therein within ten (10) Business Days of one or more Holders received within 10 days after delivery such Shareholders’ receipt of the Company’s notice. If The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration is initiated as at any time in its sole discretion, without prejudice to the Shareholders’ right to immediately request a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agreeDemand Registration hereunder. (b) If a Piggyback Registration is initiated as an underwritten primary registration on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the managing underwriters advise underwriter advises the Company that in their its reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed equity securities requested to be included in such registration exceeds the Maximum Number of Sharesnumber that can be sold in such offering without having an adverse effect on such offering, including the price at which such equity securities can be sold, then the Company shall include in such registration: registration the maximum number of shares that such underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the number of shares of Common Stock requested equity securities the Company proposes to be included therein by the holder(s) requesting such registration; sell, (ii) second, to the equity securities (of the same class of the securities being registered and that are the subject of the offering) requested to be included in such Piggyback Registration by the Shareholders, pro rata in proportion to the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback RegistrationRegistration by such Shareholders or on such basis as such Shareholders may agree among themselves and (iii) third, among other equity securities (of the same class of the securities being registered and that are the subject of the offering) requested to be included in such Piggyback Registration by other security holders (other than the Shareholders) of the Company (if any), pro rata among such holders on the basis of the number percentage of the then-outstanding shares of Common Stock and other Registrable Securities requested to be included therein registered by them or on such holders or basis as such holders may agree among themselves and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellCompany. (c) If any Piggyback Registration is a primary No registration of Registrable Securities effected pursuant to this Section 5.2 shall be deemed to have been effected pursuant to Section 5.1 or secondary underwritten offering, Section 5.3 or shall relieve the Company shall have the right to select, in of any of its sole discretion, the managing underwriter obligations under Section 5.1 or underwriters to administer any such offeringSection 5.3. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering for its own account or for the account of other security holders any class of the Company on any registration form its equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which permits Rule 145 (or any successor provision) under the inclusion Security Act applies or an offering of securities solely to the Registrable Securities (a “Piggyback Registration”Company’s existing shareholders), then the Company will shall in each case give the Holders written notice thereof promptly of such proposed filing to each holder of Shares as soon as practicable (but in no event less later than 15 days prior to 20 business days) before the anticipated filing date, and such notice shall offer each holder of Shares the opportunity to register up to twenty percent (20%) andof the Shares held by such holder. A holder of Shares shall advise the Company in writing within ten business days after the date on which the Company’s notice is so given, subject setting forth the number of Shares for which registration is requested, up to the maximum limit of twenty percent (20%) of such holder’s Shares. If the Company’s offering is to be an underwritten offering, the Company shall use its reasonable best efforts to cause the managing underwriter to permit each holder’s Shares to be included in the registration for such offering on the same terms and conditions as any similar securities of the Company included therein. The piggyback registration right provided in this Section 4.02(c)6 in connection with an underwritten offering by the Company shall, shall unless the Company otherwise assents, be conditioned upon the participation by each such holder of Shares as a seller in such underwritten offering and each such holder’s execution of an underwriting agreement with the managing underwriter selected by the Company. Notwithstanding the foregoing, if the managing underwriter of such offering delivers a written opinion to the Company that either because of (a) the kind of securities that the Company, such holders of Shares and any other persons or entities intend to include in such registration all Registrable Securities requested to be included therein pursuant to offering or (b) the written request of one or more Holders received within 10 days after delivery size of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of that the Company, such holders of Shares and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Shares, then (i) in the event that the size of the offering is the basis of the managing underwriters advise the Company and the Holders that in their reasonable opinion underwriter’s opinion, the number of shares Shares to be registered and offered shall be reduced, on a pro rata basis as among the participating holders of Common Stock Shares, as recommended by the managing underwriter and other Registrable Securities proposed (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Shares to be included in such registration exceeds the Maximum Number of Shares, the Company and offering shall include be reduced as described in such registration: clause (i) firstabove or (y) if such actions would, in the number reasonable judgment of shares the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities Shares requested to be included therein by holders of Common Stock would have on such offering, such Shares will be excluded entirely from such registration and other Registrable Securitiesoffering. Any Shares excluded from an underwriting shall, including Holders who have provided notice in accordance with this Section 4.02(a)if applicable, pro rata among all such holders on be withdrawn from registration and shall not, without the basis consent of the number Company, be transferred in a public distribution prior to the earlier of shares ninety (90) days (or such other shorter period of Common Stock and other Registrable Securities requested to be included therein by all such holders or time as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter may require) after the effective date of the registration statement or underwriters to administer any ninety (90) days after the date the holders of Shares are notified of such offeringexclusion. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Holdings at any time the Company has registered or has determined proposes ----------------------------- to register any under the 1933 Act common stock of its securities Holdings (i) for sale for its own account account, other than in an initial public offering ("IPO") or pursuant to a registration on a Form S- --- 4 or a Form S-8, on a Form and in a manner which would permit registration of such securities for sale to the public under the 1933 Act or (ii) for sale for the account of other security holders any holder of such common stock (including without limitation in an IPO), Holdings shall give written notice of the Company on any proposed registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly "Registration Notice") to each Executive Holder not later than thirty (but in no event less than 15 30) days ------------------- prior to the anticipated filing datethereof. Each Executive Holder shall have the right to request that all or any part of such Executive Holder's Executive Stock (including, without limitation, Option Shares obtainable on exercise of vested Options) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration by giving written notice to Holdings within ten (10) business days after receiving such Registration Notice (any Executive Holder giving such notice being hereinafter referred to as a "Piggyback Registering Executive Holder"); provided, however, that if the -------------------------------------- -------- ------- registration is in connection with an underwritten offering and the managing underwriters of such offering reasonably determine that the aggregate amount of Holdings common stock that Holdings, Piggyback Registering Executive Holders and all other holders of Holdings common stock entitled to register such common stock in connection with such offering ("Other Registering Holders") propose to ------------------------- include in such offering exceeds the Maximum Number maximum amount of Sharessecurities that may be sold in such offering without having a material adverse effect on the success of such offering (including, without limitation, the Company shall selling price and other terms of such offering), Holdings will include in such registration: (i) , first, the number of shares of Common Stock Holdings common stock that the Company Holdings proposes to sell; and (ii) sell for its own account and, second, the number Holdings common stock of shares the Piggyback Registering Executive Holders and of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a)Other Registering Holders, pro rata among all such holders Piggyback Registering Executive Holders and Other Registering Holders, based on the basis relative amounts of the number of shares of Common Stock and other Registrable Securities Holdings common stock (measured by value) requested to be included therein by all (it being understood and agreed, however, that such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to selecteliminate entirely the participation in such registration of all Piggyback Registering Executive Holders if such underwriters eliminate entirely the participation in such registration of all such Other Registering Holders). Holdings may withdraw any registration statement that is governed by this Section 10(a) at any time before it becomes effective, or postpone or terminate any offering of securities, without obligation or liability to any Piggyback Registering Executive Holder. Notwithstanding anything contained in its sole discretionthis Agreement, the managing underwriter or underwriters registration rights granted to administer Executive Holder under this Section 10 shall be no less favorable in any such offering. (d) The Company shall not grant respect than those granted to any Person under the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02Stockholders' Agreement.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders stockholders of the Company on any a form that would permit registration form (of Registrable Securities, other than Form S-4 a Registration Statement (i) filed in connection with any employee stock option or S-8other benefit plan, (ii) which permits the inclusion for an exchange offer or offering of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed 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 the Holders that in their reasonable opinion the number type of shares of Common Stock and other Registrable Securities proposed securities to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, 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 twenty (20) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within two (2) Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that 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 include 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 offered for the accounts of Stockholders shall be determined based on the provisions of Section 5.03(b). (b) Subject to Section 5.03(a), the Company shall, in good faith, cause such Registrable Securities to be included in such registration: Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Stockholders pursuant to this Section 5.03 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 5.03 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (ic) firstIf the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Stockholders participating in the Piggyback Registration that the dollar amount or number of shares of Common Stock that the Company proposes desires to sell; and , taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Stockholders hereunder, (ii) secondthe Registrable Securities as to which registration has been requested pursuant to Section 5.02, and (iii) the number of shares of Common Stock and Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis stockholders of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the HoldersCompany, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of SharesSecurities, then: i. If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration: (A) first, shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Section 5.03 hereof; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; ii. If the Registration is pursuant to a request by persons or entities other than the Stockholders, then the Company shall include in any such registration: Registration (iA) first, the number of shares of Common Stock requested to or other equity securities, if any, of such requesting persons or entities, other than the Stockholders, which can be included therein by sold without exceeding the holder(s) requesting such registration; Maximum Number of Securities; (iiB) second, to the number extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Section 5.03 hereof; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and other Registrable Securities requested to be included therein by other holders of (C), shares of Common Stock and or other Registrable Securities, including equity securities for the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis account of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders persons or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock entities that the Company proposes is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company iii. Any Stockholder shall have the right to select, withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in its sole discretionconnection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the managing underwriter or underwriters Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to administer any such offeringits withdrawal under this Section 5.03. (d) The Company For purposes of clarity, any Registration effected pursuant to Section 5.03 hereof shall not grant to any Person the right to request the Company to register any Common Stock in be counted as a Piggyback Registration unless such rights are consistent with the provisions of this effected under Section 4.025.02 hereof.

Piggyback Registration Rights. (a) If at At any time following the Company has registered or has determined Closing, whenever the Purchaser proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for the account of a public offering, other security holders than (i) any shelf registration of the Company on any registration form DocuNet Common Stock; (other than Form S-4 or S-8ii) which permits registrations of shares to be used solely as consideration for acquisitions of additional businesses by the inclusion of the Registrable Securities Purchaser and (a “Piggyback Registration”)iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Holders Seller prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Seller given within 10 30 days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed Purchaser shall cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which the Seller requests. However, if the Purchaser is advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of Common Stock that such shares which can be offered without adversely affecting the Company proposes to sell; and (ii) secondoffering, the Purchaser may reduce pro rata the number of shares offered for the accounts of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of Common Stock and other Registrable Securities requested to be included therein by all such holders or as persons in the offering, provided that, for each such holders and offering made by the Company may otherwise agree. (b) If Purchaser after the Initial Public Offering, a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, the Seller, the Founding Companies, the stockholders of Common Stock the Founding Companies and other Registrable Securities proposed to be included in such registration exceeds stockholders (the Maximum Number "Other Stockholders") of Shares, then the Company shall include in such registration: (i) firstimmediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares of Common Stock requested to be included therein sold by the holder(s) requesting such registration; (ii) secondSeller, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein held by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellpersons. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before December 31, 2001, whenever IPG proposes to register any of its securities for its own account or for Common Stock under the account of other security holders of the Company on any registration form (Securities Act, 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-4 under the Securities Act (or S-8a successor to Form S-4) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”any such offering or issuance being an "Exempt Offering"), the Company IPG will give the Holders stockholder written notice thereof promptly of its intent to do so (but in no event less than 15 a "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which IPG proposes to Section 4.02(c), file such registration statement and shall include contain a statement that the Stockholder is entitled to participate in such registration offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter, if the offering is a firm commitment underwriting, that will be available for sale by the holders of Registrable Common in the proposed offering; provided, however, that all of the Registrable Securities requested Common proposed to be sold by Stockholder will be included in the registration statement if the offering is not a firm commitment underwriting. If IPG shall have delivered a Registration Notice, Stockholder shall be entitled to offer and sell shares of Registrable Common therein pursuant only to the written request extent provided in this Section 2. If Stockholder desires to participate in an offering it shall notify IPG at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement of one or more Holders received within 10 the aggregate number of shares of Registrable Common that Stockholder then desires to sell in the offering; provided, however, if the Registrable Common is to be sold in a firm commitment underwriting, Stockholder will so notify IPG no later than twenty(20) days after delivery receipt of the Company’s noticeRegistration Notice, so long as such date is at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement. If a Piggyback Registration is initiated as a primary underwritten The Stockholder desiring to participate in such public offering on behalf may include shares of Registrable Common in the Company, and registration statement relating to the managing underwriters advise offering to the Company and extent that the Holders that in their reasonable opinion inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and other Registrable Securities proposed sold by IPG to be included therein. If the lead managing underwriter selected by IPG for a public offering (or, if the offering is not underwritten, a financial advisor to IPG) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such registration exceeds offering, there shall be included in the Maximum Number offering only that number of Sharesshares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the Company shall include case may be, reasonably and in such registration: (i) firstgood 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 IPG in writing, the number of shares of Registrable Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein offered and sold by holders of Common Stock having contractual registration rights with IPG and other Registrable Securities, including Holders who have provided notice desiring to participate in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to offering shall be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata allocated among such holders on the a pro rata basis based on their holdings of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellCommon. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If If, at any time on or after the Company has registered date hereof, SPAC proposes to file a Registration Statement under the Securities Act with respect to an offering equity securities or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into, equity securities for its own account or for the account of persons other security holders than the Holders of Registrable Securities, other than a Registration Statement (a) filed in connection with any employee or director share option, compensation or other benefit plan, (b) for an exchange offer or offering of securities solely to SPAC’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of SPAC, (d) for an “at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (e) relating to a transaction pursuant to Rule 145 under the Securities Act or (f) for a dividend reinvestment plan, then SPAC shall give written notice of such proposed filing to all of the Company on any registration form Holders of Registrable Securities as soon as reasonably practicable, but not less than 10 days (other than Form S-4 or S-8or, in the case of a Block Trade, five days), before the anticipated filing date of such Registration Statement, which notice shall (i) which permits describe the inclusion 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 (ii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three Business Days (unless such offering is an overnight or bought Underwritten Offering or Block Trade, then two days), in each case after receipt of such written notice (such Registration a “Piggyback Registration”); provided, that if SPAC has been advised in writing by the Company will give managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders written notice thereof promptly (but will have an adverse effect on the price, timing, or distribution method of SPAC Shares in, or probability of success of, an Underwritten Offering, then if no Registrable Securities can be included in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(cUnderwritten Offering in the opinion of the managing Underwriter(s), SPAC shall include not be required to offer such opportunity to such Holders. SPAC shall, in good faith, cause such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the Maximum Number managing Underwriter or Underwriters of Shares, a proposed Underwritten Offering to permit the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested by the Holders pursuant to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed 2.2.1 to be included in such registration exceeds a Piggyback Registration on the Maximum Number same terms and conditions as any similar securities of Shares, then the Company shall include SPAC included in such registration: (i) first, Registration and to permit the number sale or other disposition of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Holders proposing to distribute their Registrable Securities requested to be included therein through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by such holders SPAC. SPAC may postpone or as such holders and withdraw the Company may otherwise agree; and (iii) third, filing or the number effectiveness of shares of Common Stock that the Company proposes to sell. (c) If any a Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, at any time in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time If, during the Effective Period, the Company has registered or has determined shall propose to register any file a registration statement under the Securities Act relating to the public offering of its securities Common Stock (other than in connection with an Excluded Registration) for its the Company's own account or for the account of other security any holder or holders of Common Stock (the "Initiating Holder") and on a form and in a manner ----------------- that would permit the registration of Registrable Securities for sale to the public under the Securities Act, the Company shall (i) give written notice at least 15 Business Days prior to the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any registration form (other than Form S-4 or S-8) which permits the inclusion all of the Registrable Securities (a “Piggyback Registration”), included among the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested securities to be included therein pursuant to covered thereby, and (ii) at the written request of one or more Holders received any such Holder given to the Company within 10 15 days after delivery the Holder's receipt of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of written notice from the Company, and include among the managing underwriters advise securities covered by such registration statement the Company and number of Registrable Securities which such Holder (a "Requesting Holder") shall have ----------------- requested be so included (subject, however, to reduction in accordance with Section 2(b)). (b) Each Holder wishing to participate in an offering pursuant to Section 2(a) may include Registrable Securities in any Registration Statement relating to an offering pursuant to Section 2(a) only to the Holders extent that in their reasonable opinion the inclusion of such Registrable Securities shall not reduce (i) the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, offered and sold by the Company shall include in such registration: or any Initiating Holder pursuant thereto or (iii) first, the number of shares of Common Stock that any Institutional Investor or Management Holder elects to offer and sell pursuant thereto in accordance with the Company proposes Existing Registration Rights Agreement. If the lead managing underwriter for an Underwritten Offering pursuant to sell; and (iiSection 2(a) second, determines that marketing factors require a limitation on the number of shares of Common Stock and other Registrable Securities requested to be included therein offered and sold by holders of Common Stock and other Registrable SecuritiesRequesting Holders in such offering, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to there shall be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the offering only that number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including if any, that such lead managing underwriter reasonably believes will not adversely affect the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis offering of all of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company wishes to sell for its own account, that any Initiating Holder wishes to sell for its own account, or that any Institutional Investor or Management Holder wishes to sell for its own account in accordance with the Existing Registration Rights Agreement. In such event, or otherwise in connection with any offering other than an Underwritten Offering in which the inclusion of Registrable Securities could adversely affect the offering of all of the shares of Common Stock that the Company or the Initiating Holder wishes to sell for its own account or that the Institutional Investors or Management Holders wish to sell for their own account in accordance with the Existing Registration Rights Agreement, as reasonably determined by the Company, the securities to be included in such offering shall consist of (i) first, the securities the Company or the Initiating Holder, as the case may be, proposes to sell, (ii) second, the number, if any, of securities that are proposed to be sold pursuant to the Existing Registration Rights Agreement, (iii) third, the number, if any, of Registrable Securities that are requested to be included in such registration that, (a) in an Underwritten Offering, in the opinion of the lead managing underwriter of such Underwritten Offering, can be sold without adversely affecting the offering of all of the securities that the Company and any Initiating Holder wish to sell for their own account and that any Institutional Investors and Management Holders wish to sell for their own account in accordance with the Existing Registration Rights Agreement, or (b) in an offering other than an Underwritten Offering, can be sold without adversely affecting the offering of all of the securities that the Company and any Initiating Holder wish to sell for their own account and that any Institutional Investors and Management Holders wish to sell for their own account in accordance with the Existing Registration Rights Agreement, as reasonably determined by the Company, such amount of Registrable Securities to be allocated on a pro rata basis among the Holders of Registrable Securities who have requested that their securities be so included based on the number of Registrable Securities that each Holder thereof has requested to be so included, and (iv) fourth, any other securities which, after the date hereof, become subject to registration rights with respect to such registration. (c) If Nothing in this Section 2 shall create any Piggyback Registration is a primary or secondary underwritten offering, liability on the part of the Company to any Holder if for any reason the Company shall decide not to file a registration statement proposed to be filed under Section 2(a) or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request issuance by the Company to register of any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02notice hereunder or otherwise.

Piggyback Registration Rights. (ai) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Subscribers written notice thereof promptly (but in no event less than 15 fifteen (15) days prior to the anticipated filing date) and, subject to Section 4.02(c7(b)(iv), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders Subscriber received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders Subscribers that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders Subscribers who have provided notice in accordance with this Section 4.02(a), 7(b)(i) pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf . “Maximum Number of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion Shares” means the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds a Registration Statement that can be sold in an underwritten offering without materially delaying or jeopardizing the Maximum Number success of Shares, then the Company shall include in such registration: subject offering (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registrationoffering price per share), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If Subject to Sections 5.14 and 16.5, at any time following the Company has registered or has determined Closing, whenever the Parent proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for the account of a public offering, other security holders than (i) any shelf registration of the Company on any registration form DocuNet Common Stock; (other than Form S-4 ii) registrations of shares to be used as consideration for acquisitions of additional businesses by the Purchaser or S-8Parent and (iii) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)registrations relating to employee benefit plans, the Company will Purchaser or Parent shall give the Holders Seller prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Seller given within 10 30 days after delivery receipt of the Company’s such notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed Purchaser or Parent shall cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which any such Seller requests. However, if the Purchaser or Parent are advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other than the Purchaser or Parent is greater than the number of Common Stock that such shares which can be offered without adversely affecting the Company proposes to sell; offering, the Purchaser and (ii) second, Parent may reduce pro rata the number of shares offered for the accounts of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of Common Stock and other Registrable Securities requested to be included therein by all such holders or as persons in the offering, provided that, for each such holders and offering made by the Company may otherwise agree. (b) If Parent after the Initial Public Offering, a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, Parent, the Seller, the Founding Companies and the stockholders of Common Stock the Founding Companies and other Registrable Securities proposed to be included in such registration exceeds Stockholders (the Maximum Number "Other Stockholders") of Shares, then the Company shall include in such registration: (i) firstimmediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares of Common Stock requested to be included therein sold by the holder(s) requesting such registration; (ii) secondSeller, the Founding Companies and the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein held by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sellpersons. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time The Mezzanine Holders shall have piggyback registration rights with respect to their Registrable Stock on the Company has registered or has determined to register any of its securities for its own account or for same terms and conditions as the account of other security holders piggyback registration rights of the Company on any registration form DLJ Entities and the Other Stockholders as set forth in Section 5.2 of the Stockholders Agreement, and the provision of such Section 5.2 (other than Form S-4 or S-8those of Section 5.2(c), which are not applicable) which permits shall apply mutatis mutandis to the inclusion Registrable Stock of the Registrable Mezzanine Holders; provided that if a registration for which the Mezzanine Holders have piggyback registration rights involves a Public Offering and the managing underwriter advises the Company that, in its view, the number of Company Securities (a “Piggyback Registration”)that the Company and Stockholders entitled to participate therein intend to include in such registration exceeds the Maximum Offering Size, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Company Securities requested to be included therein pursuant up to the written request Maximum Offering Size in the following priority: (a) in the case of one or more Holders received within 10 days after delivery a Public Offering by the Company for its own account, in the priority set forth in Section 5.2(b) of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Stockholders Agreement; provided that (i) any Shares proposed by Mezzanine Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed exercising piggyback registration rights to be included in such registration exceeds shall have priority equal to the Maximum Number of Benchmark Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable any Company Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities Shares proposed by Mezzanine Holders exercising piggyback registration rights to be included in such registration exceeds the Maximum Number of Shares, then shall have priority below any Shares proposed to be registered by the Company shall include but above any Benchmark Shares; (b) in such registration: (ithe case of a Public Offering requested by any DLJ Entity or any of their Permitted Transferees, in the priority set forth in Section 5.1(d) first, of the number of shares of Common Stock requested Stockholders Agreement applicable to a Demand Registration made by a DLJ Entity or its Permitted Transferee; provided that any Company Securities proposed by Mezzanine Holders exercising piggyback registration rights to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on registration shall have priority equal to the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agreeBenchmark Shares; and (iii) third, the number of shares of Common Stock that the Company proposes to sell.and (c) If in the case of a Public Offering requested by any Piggyback Other Stockholder, in the priority set forth in Section 5.1(d) of the Stockholders Agreement applicable to a Demand Registration is a primary or secondary underwritten offeringmade by an Other Stockholder, the provided that any Company Securities proposed by Mezzanine Holders exercising piggyback registration rights to be included in such registration shall have priority equal to the right Shares requested to select, in its sole discretion, be registered by the managing underwriter or underwriters to administer any such offeringOther Stockholders. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time during the Registration Period the Company has registered proposes or has determined is required to register any file with the SEC a registration statement under the Securities Act in connection with an Underwritten Offering of its securities for its own account or for Common Stock (the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “"Piggyback Registration”Registration Statement"), the Company will each such time give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior of its intention to the anticipated filing date) and, subject do so to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to each Holder. Upon the written request of one or more Holders received any Holder given within 10 days after the delivery or mailing of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of such notice by the Company, the Company will use reasonable best efforts to include in such Piggyback Registration Statement that number of the Registrable Securities specified by Holder in such written request (subject to the limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as to permit the public sale of such Requested Shares; provided that if the managing underwriter or underwriters of such Underwritten Offering advise the Company and the Holders that in their reasonable opinion marketing factors require a limit on the number of shares to be underwritten, the Company may (subject to the limitations set forth in the following sentence and based on the written recommendation of Common Stock the underwriter) exclude or limit the number of Requested Shares to be sold pursuant to such Piggyback Registration Statement. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other Registrable Securities proposed shares requested to be included in such registration exceeds Piggyback Registration Statement and underwriting which the Maximum Number of Shares, holder thereof is entitled by written agreement with the Company shall include to have included in such registration: the registration (ithe "Requested Other Shares") firstby other persons or entities that are then stockholders of the Company ("Other Holders"), the number of after providing for all shares of Common Stock that the Company proposes to sell; offer and (ii) secondsell for its own account, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock in the registration shall be allocated among the requesting Holders and other Registrable Securities, including Other Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the aggregate number of shares of Common Stock and other Registrable Securities requested to be included therein Requested Shares then held by all such holders or as such holders the requesting Holders, and the Company may otherwise agreeaggregate number of Requested Other Shares then held by the Other Holders. (b) If a Piggyback Registration is initiated as an underwritten The right of any Holder to registration on behalf shall be conditioned upon (i) such Holder's execution of a holder of shares of Common Stock other than the Holders, underwriting agreement agreed to among the Company and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in for such registration exceeds the Maximum Number of SharesUnderwritten Offering, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number such Holder's completion and execution of shares of Common Stock all customary questionnaires and other Registrable Securities requested to documents which must be included therein by other holders of shares of Common Stock and other Registrable Securitiesexecuted in connection with such underwriting agreement, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that such Holder supplying the Company proposes and the underwriter such additional information as may be necessary to sell. (c) If register such Holder's Registrable Securities. No Holder shall have any Piggyback Registration is rights under this Section 2.2 as a primary or secondary underwritten offering, result of the Company shall have filing a registration statement on Form S-8 or Form S-4, a registration statement in connection with a Business Combination Transaction or a form of registration statement that does not permit the right to select, in its sole discretion, inclusion therein of the managing underwriter or underwriters to administer any such offeringRegistrable Securities. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined to register any of its Whenever securities for its own account or for the account of other security holders of the Company on any registration form are to be registered under the Securities Act (other than Form S-4 on a registration statement related to any employee benefit plan, acquisition or S-8corporate reorganization) (a "Piggyback Registration"), the Company will: (i) promptly give to the Holder written notice thereof (in any event within three business days after its receipt of notice of any exercise of demand registration rights by any holder of the Company's securities and at least 40 days prior to the filing of any registration statement), which permits notice shall include a list of the inclusion jurisdictions in which the Company intends to attempt to qualify its Common Stock under the applicable blue sky or other state securities laws; and (ii) use its best efforts to cause to be included in such registration under the Securities Act (and any related qualification under blue sky laws or other compliance) and in any underwriting involved therein, all of the Registrable Securities (specified in a “Piggyback Registration”), written request made within 30 days after receipt of such written notice from the Company will give by the Holders written notice thereof promptly Holder. (but b) If, in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If connection with a Piggyback Registration that is initiated as a an underwritten primary underwritten offering registration on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion underwriter shall impose a limitation on the number of shares of Common Stock and other Registrable Securities proposed to which may be included in the Registration Statement because, in its judgment, such registration exceeds the Maximum Number of Shareslimitation is necessary to effect an orderly public distribution, the Company shall include in such registration: (i) first, then the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds Registration Statement shall be apportioned in the Maximum Number of Shares, then the Company shall include in such registrationfollowing priority: (i) first, the number shares of Common Stock the Company proposes to sell under the Registration Statement; (ii) second shares of Common Stock Madison Run, LLC or Madison Run Holdings, LLC proposes to sell under the Registration Statement pursuant to registration rights possessed by those entities as of the date hereof, (iii) third the Registrable Securities requested to be included in such Registration Statement by the Holder; and (iv) fourth, other shares of Common Stock requested to be included therein in such Registration Statement by the holder(sany other selling stockholder. The Company shall not be required by this Section 2(b) requesting such registration; (ii) second, to reduce the number of shares of Common Stock and other Registrable Securities requested to be included therein offered by other the Company in such Registration Statement for any reason. (c) If, in connection with a Piggyback Registration that is an underwritten secondary registration on behalf of holders of shares of Common Stock and other Registrable Securities, including the Holders Company's securities (if the Holders have elected to include Registrable Securities in such Piggyback Registration"Initiating Securityholders"), pro rata among such holders the managing underwriter shall impose a limitation on the basis of the number of shares of Common Stock and other Registrable Securities requested to which may be included therein by in the Registration Statement because, in its judgment, such holders or as such holders and the Company may otherwise agree; and (iii) thirdlimitation is necessary to effect an orderly public distribution, then the number of shares of Common Stock that may be included in such Registration Statement shall be apportioned in the Company following priority: (i) first, B, shares of Common Stock Madison Run, LLC or Madison Run Holdings, LLC proposes to sell. (c) If any Piggyback sell under the Registration is a primary or secondary underwritten offeringStatement pursuant to registration rights possessed by those entities as of the date hereof; second, the Company shall have Registrable Securities owned by the right to selectHolder, in its sole discretionand (iii) third, the managing underwriter or underwriters to administer any such offering. (d) The Company shall not grant to any Person the right to request the Company to register any other shares of Common Stock requested to be included in a Piggyback such Registration unless such rights are consistent with the provisions of this Section 4.02Statement by any other selling stockholder.

Piggyback Registration Rights. (a) If the Company at any time the Company has registered or has determined proposes to register file a registration statement with respect to any class of its securities equity securities, whether for its own account (other than the Current Registration Statements or in connection with any registration statement contemplated a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or a registration statement filed in connection with an exchange offer or offering or securities solely to the Company's existing Purchaser), or for the account of other security holders a holder of securities of the Company on (a "Requesting Purchaser"), then the Company shall in each case give written notice of such proposed filing to the Purchaser at least fifteen (15) Business Days before the anticipated filing date of any such registration form (other than Form S-4 statement by the Company, and such notice shall offer to the Purchaser the opportunity to have any or S-8) which permits the inclusion all of the Registrable Securities (a “Piggyback Registration”), held by the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.02(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be Purchaser included in such registration exceeds statement. If the Maximum Number Purchaser desires to have its Registrable Securities registered under this Section 2, the Purchaser shall so advise the Company in writing within fifteen (15) days after the date of Sharesreceipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registration Statement all such Registrable Securities so requested to be included therein by holders therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all any such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and proposed public offering advises the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf in writing that the total amount or kind of a holder of shares of Common Stock other than securities which the HoldersPurchaser, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and any other Registrable Securities proposed persons or entities intended to be included in such registration exceeds proposed public offering is sufficiently large to materially adversely affect the Maximum Number success of Sharessuch proposed public offering, then (A) the amount or kind of securities to be offered for the accounts of the Company and holders of securities of the Company (except for the Purchaser), to the extent that the Company did not initiate such registration for its own account or such holders of securities are not Requesting Purchasers, shall include in first be reduced pro rata, and (B) if the amount of securities to be offered for such registration: (i) firstaccounts is reduced to zero, to the extent further reduction is necessary, the number amount or kind of shares securities to be offered for the account of Common Stock requested the Purchaser shall next be reduced to the extent necessary to reduce the total amount or kind of securities to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on proposed public offering to the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein amount or kind recommended by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters before the securities offered by the Company, to administer any such offering. (d) The Company shall not grant to any Person the right to request extent the Company has initiated the registration for its own account, or any Requesting Purchaser, are so reduced. If the securities proposed to register be included by the Purchaser are reduced, then number of registration requests permitted to the Purchaser shall be increased by one for each such reduction. Notwithstanding the foregoing, the Company may withdraw any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of registration statement that is subject to this Section 4.022 at any time prior to the time it became effective.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any shares of its securities Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of other security holders one or more stockholders of the Company on and the form of Registration Statement to be used may be used for any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 fifteen (15) days prior to the anticipated filing dateof such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 4.02(c5.12(b) and 5.12(c), shall include in such registration all Registrable Securities requested with respect to be included therein pursuant to which the Company has received written request requests for inclusion from the holders of one or more Holders received Registrable Securities within 10 ten (10) days after delivery of the Company’s noticenotice has been given to each such holder, provided however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 5.12 that are (i) eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or (ii) that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, Company and the managing underwriters advise underwriter advises the Company and the Holders holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in their reasonable its opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the Maximum Number number of Sharesshares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration: registration (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock and other Registrable Securities requested to be included therein by all holders of Common Stock (other than holders of Registrable Securities), allocated among such holders or in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register at least 25% of the securities to be included in any such holders and the Company may otherwise agreeregistration. (bc) If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of shares of Common Stock other than the HoldersRegistrable Securities, and the managing underwriters advise underwriter advises the Company in writing that in their reasonable its opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the Maximum Number number of Sharesshares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company shall include in such registration: registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, registration and by the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and other the number of Registrable Securities requested to be included therein Securities, as applicable, owned by all such holders or in such manner as such holders and the Company they may otherwise agree; and (iiiii) thirdsecond, the number of shares of Common Stock that the Company proposes requested to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offeringbe included therein by other holders of Common Stock, the Company shall have the right to select, allocated among such holders in its sole discretion, the managing underwriter or underwriters to administer any such offeringmanner as they may agree. (d) The Company shall not grant If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable: (i) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; (ii) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (iii) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (iv) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 4.025.12(d)(iv); (v) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (vi) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (vii) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and (viii) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby. (e) All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants and reasonable fees and expenses of one counsel for the holders of Registrable Securities participating in such registration as a group (selected by the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

Piggyback Registration Rights. (a) If at any time Whenever the Company has registered or has determined proposes to register any Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of its securities the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Warrant for sale to the public, whether for its own account or for the account of other security holders one or more shareholders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 thirty (30) days prior to the anticipated filing dateof such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.02(c2(f), shall include in such registration such number of Shares underlying this Warrant (the “Registrable Securities”) that the Holders have (within thirty (30) days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of Ordinary Shares to be included in such registration, including all Registrable Securities Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of Ordinary Shares that the Company proposes to sell and (ii) second, the number of Ordinary Shares, if any, requested to be included therein pursuant to by selling shareholders (including the written request of one or more Holders received within 10 days after delivery Holder) allocated pro rata among all such persons on the basis of the Company’s noticenumber of Ordinary Shares then owned by each such person. If a any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, select the number of shares of Common Stock that the Company proposes investment banking firm or firms to sell; and (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or act as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock and other Registrable Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell. (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any in connection with such offering. . Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2(f) shall terminate on the earlier of (di) The Company the third anniversary of the effective date of the Registration Statement and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not grant to any Person be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-259012) covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right to request shall not exceed seven years from the Company to register any Common Stock in a Piggyback effective date of the Registration unless such rights are consistent with the provisions of this Section 4.02Statement.

Piggyback Registration Rights. (ai) If at any time the Company has registered or has determined Seller plans to file a registration statement under the Securities Act to register any shares of Common Stock for offering or sale by it or any of its securities for its own account stockholders (the "Piggyback Registration Statement") (except in connection with any stock option plan, stock purchase plan, savings or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”similar plan), the Company will give Seller shall provide the Holders Purchasers the right to include the Shares, the Alliance Shares, the Warrant Shares, the Merger Shares, shares of Common Stock beneficially owned by officers and directors of the Purchasers, and any Stock Distributions (as defined below), in each case together with the associated Parent Rights (as defined in the Merger Agreement) or any similar rights (collectively, the "Securities") in the Piggyback Registration Statement (the "Piggyback Right"), by providing the Purchasers with at least ten (10) business days prior written notice thereof promptly thereof. At the written request of the Purchasers, given within ten (but in no event less than 15 10) business days prior after the receipt of such notice, the Seller will use its reasonable best efforts to cause all of the anticipated filing date) and, subject to Section 4.02(c), shall include in such securities for which registration all Registrable Securities have been requested to be included therein pursuant to in the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration Statement. (ii) In the event that the proposed offering is initiated as a primary an offering by the Seller that is, in whole or in part, an underwritten public offering on behalf of the Companyshares of Common Stock, and the managing underwriters determine and advise in writing that the Company and inclusion of the Holders that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of underwritten public offering and any other issued and outstanding shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock and or other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4.02(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock and other Registrable Securities securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(ssecurityholders of the Seller (the "Other Securities") requesting such registration; would interfere with the successful marketing (iiincluding pricing) secondof the shares, the number amount of shares of Common Stock the Purchasers' Securities and other Registrable the Other Securities requested to be included therein by other holders of shares of Common Stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration)underwritten public offering shall be reduced first, pro rata among such the holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agreeOther Securities (other than those beneficially owned by Capital Z Partners and Xxxxxxx, Sachs & Co.), and then pro rata among the holders of the Other Securities beneficially owned by Capital Z Partners and Xxxxxxx, Xxxxx & Co.; and (iii) thirdPROVIDED, the number of shares of Common Stock HOWEVER, that the Company proposes Seller shall use its reasonable best efforts, including but not limited to sell. (c) If obtaining the consents required from holders of Other Securities and Capital Z Partners and Xxxxxxx, Sachs & Co., to include the Securities on a pari passu basis with the Other Securities in any Piggyback Registration is a primary or secondary such underwritten public offering, without the Company shall have the right to selectabove priority of share inclusion in favor of Capital Z Partners and Xxxxxxx, in its sole discretion, the managing Xxxxx & Co. upon underwriter or underwriters to administer any such offeringcutbacks. (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.02.