Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If at any time during the Term of this Agreement, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration.

Piggyback Registration. If at any time during after the Term of this AgreementShelf Registration Expiration Date and while any Registrable Shares or Acquired Units are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering solely of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares that can be sold in such offering without impairing the foregoingpricing or other commercial practicality of such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if all Common Shares the Company or such other shareholders have elected proposes to abandon sell, (ii) second, up to the proposal to register the securities proposed full number of applicable Common Shares requested to be registered thereby. The Company shall included in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable Shares and Common Shares requested to be obligated to file included in such registration by any Holders and cause other holders of Common Shares with piggyback registration rights of similar priority which, in the effectiveness opinion of only one (1) Piggyback Registration.such managing underwriter, can be sold without adversely affecting the price range or probability of

Piggyback Registration. If at any time during If, after the Term of this AgreementSEC Effective Date, the Company proposes shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8) S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof registration statement), and shall, subject to the Holders (the “Company Notice”Section 3(c). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Staff) specified in a written request delivered by the Inclusion NoticesHolder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. Notwithstanding the foregoingHowever, the Company may, without the consent of any of the such Holders, withdraw such Registration Statement registration statement prior to its becoming effective if the Company or such other shareholders selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect to two (2) qualifying registrations. The Holders acknowledge and agree that the stockholders of the Company prior to the consummation of the Merger and PPO (the “Pre-Merger Stockholders”) (but, for avoidance of doubt, not holders of the shares issued to the stockholders of Akoustis in consideration for the Merger) shall be obligated have “piggyback” registration rights identical to file and cause the effectiveness of only one (1) Piggyback Registrationforegoing for inclusion in any such registration together with the Holders.

Piggyback Registration. If at any time during If, after the Term of this AgreementSEC Effective Date, the Company proposes shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8) S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof registration statement), and shall, subject to the Holders (the “Company Notice”Section 3(c). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Staff) specified in a written request delivered by the Inclusion NoticesHolder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. Notwithstanding the foregoingHowever, the Company may, without the consent of any of the such Holders, withdraw such Registration Statement registration statement prior to its becoming effective if the Company or such other shareholders selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect to two (2) qualifying registrations. The Holders acknowledge and agree that the stockholders of the Company prior to the consummation of the Merger and PPO (the “Pre-Merger Stockholders”) (but, for avoidance of doubt, not holders of the shares issued to the stockholders of Enumeral in consideration for the Merger) shall be obligated have “piggyback” registration rights identical to file and cause the effectiveness of only one (1) Piggyback Registrationforegoing for inclusion in any such registration together with the Holders.

Piggyback Registration. If at any time during the Term of this Agreement, the Company proposes for any reason ---------------------- to register for sale for cash any of its Common Stock, for its own account or for the account of others Primary Shares (other than the Holders), as hereinafter defined) under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) by filing a registration statement with the Securities and Exchange Commission (the "Commission") and such registration, together with any prior registration(s) of Primary Shares (as hereinafter defined) (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), would cause the Company to have registered in connection excess of $3,000,000 of Primary Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), then the Warrantholders shall be entitled to piggyback registration rights, as set forth herein, with respect to such registration and all subsequent registrations of Primary Shares or Other Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto). If the Company proposes for any reason to register Primary Shares or Other Shares, and such registration is a merger, acquisition, divestiture, reorganization or similar eventregistration as to which the Warrantholders have piggyback registration rights pursuant to the previous sentence, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Warrantholders of its intention to so register such Primary Shares or Other Shares and, upon the written request, delivered to the Company specifying within 15 days after delivery of any such notice by the Company, of the Warrantholders to include in such registration Warrant Securities (which request shall specify the number of Registrable Warrant Securities desired proposed to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”in such registration). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration use its commercially reasonable best efforts to cause all such Warrant Securities of the Registrable Securities specified Warrantholders delivering such notice to be included in such registration on the Inclusion Notices. Notwithstanding same terms and conditions as the foregoingsecurities otherwise being sold in such registration; provided, however, that if the managing underwriter, if any, for the offering advises the Company may, without that the consent inclusion of any all Warrant Securities requested to be included in such registration would interfere with the successful marketing (including pricing) of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company Primary Shares or such other shareholders have elected to abandon the proposal to register the securities Other Shares proposed to be registered thereby. The Company by the Company, then the number of Primary Shares, Warrant Securities and Other Shares proposed to be included in such registration shall be obligated to file and cause included in the effectiveness of only one (1) Piggyback Registration.following order:

Piggyback Registration. If If, at any time during after the Term of this AgreementResale Shelf ---------------------- Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any underwriting in connection therewith all Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company receives Inclusion Notices requesting will include in such registration in the Piggyback following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of Common Shares requested to be included in such registration by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of at least a majority Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be allocated pro rata among the Holders and the other holders described in clause (iii) on the basis of the Registrable Securities, the Company shall include as a Piggyback Registration all number of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares requested to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationincluded by them in such registration.

Piggyback Registration. If If, at any time during after the Term of this AgreementResale Shelf Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of such Registration Statement) give written notice thereof to the Holders Registrable Shares as each Holder may request (the a “Company NoticePiggyback Registration”). If a Holder wishes Subject to the provisions of Section 4 below, the Company shall include any Registrable Securities as a in such Piggyback Registration Registration, in the subject Registration Statement, such Holder shall provide written notice to registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company receives Inclusion Notices requesting will include in such registration in the Piggyback following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of Common Shares requested to be included in such registration by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of at least a majority Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be allocated pro rata among the Holders and the other holders described in clause (iii) on the basis of the Registrable Securities, the Company shall include as a Piggyback Registration all number of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares requested to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationincluded by them in such registration.

Piggyback Registration. If at any time during after the Term of this AgreementShelf Registration Expiration Date and while any Registrable Shares or Acquired Units are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering solely of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares that can be sold in such offering without impairing the foregoingpricing or other commercial practicality of such offering, the Company maywill include in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares requested to be included in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable Shares and Common Shares requested to be included in such registration by any Holders and other holders of Common Shares with piggyback registration rights of similar priority which, in the opinion of such managing underwriter, can be sold without adversely affecting the consent price range or probability of any success of such offering (with the number of such Registrable Shares and other Common Shares of each Holder and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among the Holders and such other holders on the basis of the Holders, withdraw total number of shares requested to be included in such Registration Statement prior to its becoming effective if the Company or registration by all such Holders of Registrable Shares and such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness holders of only one (1) Piggyback RegistrationCommon Shares).

Piggyback Registration. If at any time during If, after the Term of this AgreementSEC Effective Date, the Company proposes shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8) S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof registration statement), and shall, subject to the Holders (the “Company Notice”Section 3(c). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Staff) specified in a written request delivered by the Inclusion NoticesHolder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. Notwithstanding the foregoingHowever, the Company may, without the consent of any of the such Holders, withdraw such Registration Statement registration statement prior to its becoming effective if the Company or such other shareholders selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect to two (2) qualifying registrations. The Holders acknowledge and agree that the stockholders of the Company prior to the consummation of the Merger and Offering (the “Pre-Merger Stockholders”) shall be obligated have “piggyback” registration rights identical to file and cause the effectiveness of only one (1) Piggyback Registrationforegoing for inclusion in any such registration together with the Holders.

Piggyback Registration. If (a) If, at any time during the Term six (6) months immediately following the issuance of this Agreementthe Stock Consideration, the Company proposes shall determine to register prepare and file with the Commission a Registration Statement relating to an offering for sale for cash the account of others under the Securities Act of any of its Common Stockequity securities (other than (i) a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) each as promulgated under the Securities Act, (ii) a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), each as promulgated under the Securities Act, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more shareholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Registration StatementPiggyback Registration”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give reasonable written notice (and in any event no event less later than twenty (20) calendar 45 days prior to the filing anticipated filings of such Registration Statement) give written notice thereof to the Holders (holders of Registrable Securities of its intention to effect such a registration and, subject to the “provisions herein, shall include in such registration all Registrable Securities with respect to which the Company Notice”)has received written requests for inclusion from the holders of Registrable Securities within 15 days after the Company’s notice has been given to each such holder. If the Company does not proceed with or withdraws the filing or the effectiveness of a Holder wishes Piggyback Registration, the Company will be relieved of its obligation to include register any Registrable Securities as in connection with such registration. If the Company delays the filing or the effectiveness of a Piggyback Registration in the subject Registration StatementRegistration, such Holder shall provide written notice to the Company specifying will be permitted to delay the number registration of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days for the same period as the delay in registering such other securities. Each holder of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified is subject to confidentiality obligations with respect to any information gained in the Inclusion Notices. Notwithstanding the foregoingthis process or any other material non-public information he, the Company mayshe or it obtains, without the consent and each holder of any of the Holders, withdraw such Registration Statement prior Registrable Securities or assignee or successor in interest is subject to its becoming effective if the Company all applicable laws relating to xxxxxxx xxxxxxx or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationsimilar restrictions.

Piggyback Registration. If If, at any time during the Term of this Agreementwhile any Registerable ---------------------- Shares are outstanding and a Registration Statement applicable to Holder under Sections 2(a) or 2(b) above is not effective, the Company (in its sole ------------ --- discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holder. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registerable Shares as Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration underwriting in the subject Registration Statement, such Holder shall provide written notice to connection therewith all Registerable Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holder. Holder shall be permitted to withdraw all or part of the Registerable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing of such offering, the Company receives Inclusion Notices requesting will include the Piggyback Registration of at least a majority Common Shares of the Registrable Securitiesofferors in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares, the Company shall include Common Shares requested to be included in such registration by any holder holding registration rights with respect to restricted or control securities acquired prior to the Closing Date, including, without limitation, control securities and restricted securities acquired by Xxxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxx, and each of their Affiliates and family members prior to the Closing Date (provided, that, for the -------- purposes of this clause, any additional Common Shares received by Xx. Xxxxxxxxx, Xx. Xxxxx or their Affiliates and family members as a Piggyback Registration all result of stock splits or stock dividends with respect to securities held by such individuals prior to the Registrable Securities specified Closing Date shall be deemed to have been received prior to the Closing Date regardless of when such stock split or stock dividend actually occurs), (iii) third, up to the full number of applicable Common Shares, the Registerable Shares requested to be included in such registration by Holder, and (iv) fourth, up to the full number of applicable Common Shares, the Common Shares requested to be included in such registration by any other holder who was granted the right to participate in such offering which, in the Inclusion Notices. Notwithstanding case of clauses (ii), (iii) and (iv), in the foregoingopinion of such managing underwriter, can be sold without adversely affecting the Company may, without the consent price range of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyoffering. The Company covenants and agrees that it shall be obligated not grant "piggyback registration" rights to file and cause any holder of the effectiveness of only one (1) Piggyback RegistrationCompany's securities which would permit such holder to participate in an offering initiated by Holder.

Piggyback Registration. If at any time during after the Term Conversion Date, ---------------------- while any Registrable Shares of this Agreementa Holder are outstanding (or are not currently outstanding, but are issuable) and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement applicable to Holders under Sections 3A(a), 3A(b) or 3A(c) is not effective, the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account accounts of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of ---------------------- Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein from Holders within twenty (20) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the filing effective date of such Piggyback Registration. If a Piggyback Registration Statementis an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration by the Holders and holders under similar registration rights agreements exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company will include in such registration in the following priority: (i) give written notice thereof first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares requested to be included in such registration by any holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among the Company and such holders, and (iii) third, up to the full number of applicable Registrable Shares requested to be included in such registration by any Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the “Company Notice”opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to the extent necessary, Registrable Shares allocated pro rata among the Holders --- ---- and such other holders on the basis of the total number of Common Shares requested to be included in such registration by all such holders). If a Holder wishes to include in connection with any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”registration under this Section 3A(d). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares to be registered thereby. The will be distributed by or through one or more underwriters, then the Company shall will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Shares under this Section 3A(d), to arrange for such underwriters to include the Registrable Shares of such Holder among the Shares to be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationdistributed by or through such underwriters.

Piggyback Registration. If at (but without any time during the Term of this Agreement, obligation to do so) the Company proposes to register (including for sale this purpose a registration effected by the Company for cash stockholders other than the Investors) any of its Common Stock, for its own account stock or for the account of others (other than the Holders), securities under the Securities Act on any form in connection with the public offering of such securities solely for registration thereunder cash (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (ii) or similar or successor form), or a registration relating solely to a transaction under Rule 145 of the Securities Act Rule 145 transaction on Form S-4 (or similar or successor form) or a registration on Form S-4 in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities or Common Stock comprising part of a unit or otherwise sold in connection with the issuance or sale of debt securities which are also being registered) (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall shall, at such time, promptly give each Holder of Registrable Securities written notice of such registration not later than forty-five (and in no event less than 45) days prior to the anticipated filing date of such Piggyback Registration. Upon the written request of each Holder of Registrable Securities given within twenty (20) calendar days prior to after the filing delivery of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to by the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Periodin accordance with Section 18, the Company receives Inclusion Notices requesting shall, subject to the Piggyback Registration provisions of at least a majority of Section 8, use commercially reasonable efforts to cause to be registered under the Registrable Securities, the Company shall include as a Piggyback Registration Securities Act all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent that each such Holder of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Registrable Securities has requested to be registered therebyregistered. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Any selling Holder of Registrable Securities shall be obligated permitted to file and cause withdraw all or any part of its Registrable Securities from any Piggyback Registration at any time prior to the effectiveness effective date of only one (1) such Piggyback Registration.

Piggyback Registration. If If, at any time during the Term of this Agreementwhile any Registerable ---------------------- Shares are outstanding and a Registration Statement applicable to Holders under Sections 2(a) or 2(b) above is not effective, the Company (in its sole ------------- ---- discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registerable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration underwriting in the subject Registration Statement, such Holder shall provide written notice to connection therewith all Registerable Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registerable Shares shall be permitted to withdraw all or part of the Registerable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing of such offering, the Company receives Inclusion Notices requesting will include the Piggyback Registration of at least a majority Common Shares of the Registrable Securitiesofferors in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares, the Company shall include Common Shares requested to be included in such registration by any holder holding registration rights with respect to restricted or control securities acquired prior to the Closing Date, including, without limitation, control securities and restricted securities acquired by Xxxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxx, and each of their Affiliates and family members prior to the Closing Date (provided, -------- that, for the purposes of this clause, any additional Common Shares received by Xx. Xxxxxxxxx, Xx. Xxxxx or their Affiliates and family members as a Piggyback Registration all result of stock splits or stock dividends with respect to securities held by such individuals prior to the Closing Date shall be deemed to have been received prior to the Closing Date regardless of when such stock split or stock dividend actually occurs), (iii) third, up to the full number of applicable Common Shares, the Registerable Shares requested to be included in such registration by any Holder (with any such Registerable Shares permitted to be included in such registration allocated pro rata among the Holders on the basis of the Registrable Securities specified total number of Registerable Shares requested to be included in such registration by all such Holders), and (iv) fourth, up to the full number of applicable Common Shares, the Common Shares requested to be included in such registration by any other holder who was granted the right to participate in such offering which, in the Inclusion Notices. Notwithstanding case of clauses (ii), (iii) and (iv), in the foregoingopinion of such managing underwriter, can be sold without adversely affecting the Company may, without the consent price range of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyoffering. The Company covenants and agrees that it shall be obligated not grant "piggyback registration" rights to file and cause any holder of the effectiveness of only one (1) Piggyback RegistrationCompany's securities which would permit such holder to participate in an offering initiated by any Holder.

Piggyback Registration. If at any Each time during the Term of this Agreement, the Company proposes decides to register for sale for cash any of its Common Stock, for its own account or for file a Registration Statement under the account of others Securities Act (other than the Holders)Registration Statement on Form S-1 the Company originally filed with the SEC on March 9, under the Securities Act 2004, as amended from time to time thereafter, and other than on Forms S-4 or S-8 or any successor form for the registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or of securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 issued in connection with a merger, acquisition, divestiture, reorganization merger or similar eventacquisition or employee benefit plan), the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Holders. The Company Notice”)shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within 30 days after such written notice has been given. If a Holder wishes to include in the good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the shares of Registrable Securities as and any other Common Stock requested to be registered by third parties holding similar registration rights would interfere with the successful marketing of a Piggyback Registration smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the subject offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise all holders of securities requesting registration of the underwriters' decision, and the number of shares of securities that are entitled to be included in the Underwritten Registration Statement, such Holder shall provide written notice be allocated first to the Company specifying for securities being sold for its own account and thereafter as set forth in paragraph (c) below. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days in such registration was previously reduced as a result of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securitiesmarketing factors, the Company shall then offer to all persons who have retained the right to include as a Piggyback Registration all of the Registrable Securities specified securities in the Inclusion Notices. Notwithstanding registration the foregoingright to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, the Company may, without the consent of any of the Holders, withdraw with such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed shares to be registered thereby. The Company shall be obligated to file and cause allocated among the effectiveness of only one persons, requesting additional inclusion in accordance with paragraph (1c) Piggyback Registrationbelow.

Piggyback Registration. If at any time during after the Term of this Agreement, first date upon which ---------------------- Units held by the Holders may be redeemed and until the date on which there are no Registrable Shares remaining the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or 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 or in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of its Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any successor form), whether or not for its own account or for the account of others (other than the Holdersa "PIGGYBACK REGISTRATION STATEMENT"), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any of Units and Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide Shares written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within such proposed filing at least ten (10) calendar business days before filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of the date of the Company Notice Registrable Shares as each Holder may request (the “Inclusion Period”a "PIGGYBACK REGISTRATION"). Provided that, during Subject to the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration provisions of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration all Registrable Shares requested to be included in the registration for which the Company has received an Authorizing Certificate within five (5) business days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the consent price range or probability of any success of such offering, which shall be allocated among the HoldersHolders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to be included in a registration pursuant to demand registration rights shall be excluded from the underwriting unless all securities other than such securities are first excluded. Any Demand Registration Statement, withdraw such Piggyback Registration Statement prior or Shelf Registration Statement is sometimes referred to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationas a "REGISTRATION STATEMENT."

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more shareholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”), other than (i") a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event"Piggyback Registration"), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) 20 calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Investor within 10 calendar days after the Company's notice has been given to the Investor. In the event the Company also receives written requests for inclusion of registrable securities in such Registration Statement pursuant to the terms of one or more registration rights agreements that pre-date this Agreement between the Company and certain stockholders party thereto (the each, a “Company NoticePreferred Agreement”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, then the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior a number of shares sufficient to its becoming effective if satisfy the Company requests for inclusion made pursuant to both this Agreement and any Preferred Agreement. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which the Investor has registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or such other shareholders have elected to abandon the proposal to register the securities proposed then appropriate form for an offering to be registered thereby. The Company made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Piggyback Shelf Registration Statement"), the Investor shall have the right, but not the obligation, to be obligated notified of and to file and cause the effectiveness of only one participate in any offering under such Piggyback Shelf Registration Statement (1) a "Piggyback RegistrationShelf Takedown").

Piggyback Registration. If If, at any time during within the Term of this Agreementperiod commencing one year and ending seven years after the Effective Date, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), voting equity securities under the Securities Act in a primary registration on any 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 thereunder (of the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventWarrant Shares, the Company shall promptly give prompt written notice (and which, in no event less the case of a registration pursuant to the exercise of demand registration rights other than twenty (20) calendar those provided in Section 12.1, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 30 days prior to the filing date of such Registration Statementfiling) give written notice thereof to the Holders of Warrants and/or Warrant Shares (regardless of whether some of the “Company Notice”). If a Holder wishes Holders shall have theretofore availed themselves of the demand rights provided in Section 12.1) of its intention to effect registration and shall offer to include in such registration such number of Warrant Shares with respect to which the Company has received written requests for inclusion therein within 10 business days after receipt of such notice from, the Company upon generally the same terms and conditions as the person or persons for whom such registration is being effected has agreed to. This Section 12.2 is not applicable to any Registrable Securities registration statement to be filed by the Company on Forms S-4 or S-8 or any successor forms. The Company shall not be obligated to cause to be effective any registration statement as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written to which it has given notice to the Company specifying the number Holders of Registrable Securities desired Warrants and/or Warrant Shares and shall have discretion to be included (an “Inclusion Notice”) within ten (10) calendar days withdraw any such registration without liability to Holders of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion NoticesWarrants and/or Warrant Shares. Notwithstanding the foregoing, if the managing underwriter of the offering shall determine in good faith and advise the Company may, without in writing that the consent of any inclusion of the HoldersWarrant Shares and other securities being offered in such registration would materially and adversely affect the marketability of the offering, withdraw such Registration Statement prior to its becoming effective if then the Company or such other shareholders have elected to abandon and the proposal to register managing underwriter may reduce the securities proposed number of Warrant Shares to be registered therebyon a pro rata basis proportionate to the reduction of all other holders of securities participating in such registration pursuant to the exercise of piggyback registration rights. The In such event, the Company shall may reduce the number of Warrant Shares to be obligated registered to file and cause the effectiveness zero as long as no other securities are registered in such registration statement pursuant to an exercise of only one (1) Piggyback Registrationpiggyback registration rights.

Piggyback Registration. If at any time during the Term of this Agreement, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act (i.e. a resale registration) on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, (iii) a shelf registration of securities on Form S-3, or (iv) an underwritten public offering, then the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration.

Piggyback Registration. If at any time during after the Term of this AgreementShelf Registration Expiration Date and while any Registrable Shares are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering solely of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof Registrable Shares as each Holder may request (a "PIGGYBACK REGISTRATION"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares that can be sold in such offering without impairing the foregoingpricing or other commercial practicality of such offering, the Company maywill include in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares requested to be included in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable Shares and Common Shares requested to be included in such registration by any Holders and other holders of Common Shares with piggyback registration rights of similar priority which, in the opinion of such managing underwriter, can be sold without adversely affecting the consent price range or probability of any success of such offering (with the number of such Registrable Shares and other Common Shares of each Holder and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among the Holders and such other holders on the basis of the Holders, withdraw total number of shares requested to be included in such Registration Statement prior to its becoming effective if the Company or registration by all such Holders of Registrable Shares and such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness holders of only one (1) Piggyback RegistrationCommon Shares).

Piggyback Registration. (a) If at any time during the Term of this Agreement, the Company proposes to register for sale for cash any file a registration statement under the Securities Act with respect to an offering (or to make an underwritten public offering pursuant to a previously filed registration statement) of its Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account or for the account of others (other than the Holdersa registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed to effectuate an exchange offer, at-the-market (ATM) offering or any employee benefit or dividend reinvestment plan), under then the Securities Act on any form for registration thereunder Company shall give prompt written notice of such filing, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days prior to the filing (the “Piggyback Notice”) to the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such Holder may request (each, a “Piggyback Registration Statement”), other than (i) a registration relating solely . Subject to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventSection 1.10(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) promptly following delivery of the Piggyback Notice but in any event no later than one (and in no event less than twenty (201) calendar days Business Day prior to the filing of such the Piggyback Registration Statement) give written notice thereof . The Company shall not be required to maintain the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as effectiveness of a Piggyback Registration in Statement beyond the subject Registration Statement, such Holder shall provide written notice to earlier of (x) one hundred eighty (180) days after the Company specifying the number of Registrable Securities desired to be included effective date thereof and (an “Inclusion Notice”y) within ten (10) calendar days consummation of the date of distribution by the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all Holders of the Registrable Securities specified included in such registration statement. The Company may withdraw a Piggyback Registration Statement at any time prior to any sales being made pursuant to the Inclusion Notices. Notwithstanding the foregoing, the Company may, Piggyback Registration Statement without the consent of incurring any of liability to the Holders, withdraw such Registration Statement prior to its becoming effective if in which case the Company or such other shareholders have elected to abandon the proposal shall be relieved of its obligation to register the securities proposed Registrable Securities with respect to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) such withdrawn Piggyback RegistrationRegistration Statement.

Piggyback Registration. If Subject to the terms of this Section 10, if, at any time during commencing after the Term of this Agreementdate hereof and expiring seven (7) years from the effective date, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for equity securities under the account of others Act (other than the Holders), under the Securities Act on any form for a registration thereunder (the “Registration Statement”), other than statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on Form S-8) successor form to such form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock, acquisition, divestiture, reorganization or similar event, (iv) in connection with an offering solely to employees of the Company shall promptly or its subsidiaries, or (and in no event less than twenty v) relating to a transaction pursuant to Rule 145 of the Act), it will give written notice by registered mail, at least thirty (2030) calendar days prior to the filing of each such Registration Statement) give written notice thereof registration statement, to the Holders (the “Company Notice”)each Holder of its intention to do so. If a any Holder wishes notifies the Company within twenty (20) business days after receipt of any such notice of its desire to include any Registrable Securities as a Piggyback Registration such securities in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securitiesproposed registration statement, the Company shall include afford any such Holder of the opportunity to 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 10.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 10.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a Piggyback Registration all is an underwritten primary registration on behalf of the Registrable Securities specified Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the Inclusion Notices. Notwithstanding number of securities requested to be included in such registration exceeds the foregoingnumber that can be sold in such offering or would impair the pricing of such offering, the Company maywill include in such registration (i) first, without the consent securities the Company proposes to sell, (ii) second, up to the full number of any applicable Common Stock requested to be included in such registration by holders of Common Stock with prior or superior piggyback registration rights, (iii) third, the number of applicable Warrant Shares requested to be included in such registration, pro rata among the Holders on the basis of the Holders, withdraw number of shares requested by such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed holders to be registered thereby. The Company shall included and which, in the opinion of the managing underwriter, can be obligated sold without adversely affecting the price range or probability of success of such offering, and (iv) fourth, other securities to file and cause the effectiveness of only one (1) Piggyback Registrationbe included in such registration.

Piggyback Registration. If at any time during If, after the Term of this AgreementSEC Effective Date, the Company proposes shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8) S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof registration statement), and shall, subject to the Holders (the “Company Notice”Section 3(c). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Staff), other than the Merger Shares (for which there are no piggyback registration rights hereunder), specified in a written request delivered by the Inclusion NoticesHolder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. Notwithstanding the foregoingHowever, the Company may, without the consent of any of the such Holders, withdraw such Registration Statement registration statement prior to its becoming effective if the Company or such other shareholders selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Holders acknowledge and agree that the stockholders of the Company prior to the consummation of the Merger and Offering (the “Pre-Merger Stockholders”) shall be obligated have “piggyback” registration rights identical to file and cause the effectiveness of only one (1) Piggyback Registrationforegoing for inclusion in any such registration together with the Holders.

Piggyback Registration. If (i) If, at any time during commencing one year after the Term Closing Date (as defined in Section 1.2 of this the Merger Agreement) and on or prior to six years from the Closing Date, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others file a registration statement (other than the Holders), a "Piggyback Registration Statement") under the Securities Act on with respect to an offering by the Company or any form for registration thereunder selling stockholders of any of its equity securities (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans statement of Form S-4 or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) , or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction successor form or a registration on Form S-4 statement filed solely in connection with an exchange offer, a mergerbusiness combination transaction or an offering of securities solely to the existing stockholders or employees of the Company), acquisition, divestiture, reorganization or similar event, then the Company shall promptly in each case give written notice (and in no event less than the "Piggyback Notice") of such proposed filing to the Rightsholders at least twenty (20) calendar days prior to before the anticipated filing date of such Piggyback Registration Statement) give written notice thereof to , which Piggyback Notice shall offer the Holders (Rightsholders the “Company Notice”). If a Holder wishes opportunity to include any in such Piggyback Registration Statement such amount of Registrable Securities as a Piggyback Registration in they may request. Each of the subject Registration Statement, such Holder Rightsholders electing to have his Registrable Securities registered pursuant to this Section 2(a)(i) shall provide written notice to advise the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) such election in writing within ten (10) calendar days of after the date of receipt of the Company Notice Piggyback Notice, specifying the amount of Registrable Securities for which registration is requested (the “Inclusion Period”"Piggyback Election"). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall include in any such Piggyback Registration Statement all Registrable Securities so requested to be obligated included; provided that the Company has received the Piggyback Election and subject to file limitations set forth in Section 2(a)(ii) below; and, provided, further, nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration pursuant to this Section 2(a). Notwithstanding anything contained herein, all of the Registerable Securities will be included in the Company's next Amendment to its Registration Statement on Form SB-2, and cause the effectiveness of only one (1) Piggyback Registrationall pre- and post-effective amendments thereto.

Piggyback Registration. If at (but without any time during the Term of this Agreement, obligation to do so) the Company proposes to register (including for sale this purpose a registration effected by the Company for cash stockholders other than the Trust) any of its Common Stock, for its own account stock or for the account of others (other than the Holders), securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on any form for registration thereunder Form S-8 (or similar or successor form) relating solely to the “Registration Statement”sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), other than (i) or a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to an transaction under Rule 145 of the extent the securities owned or to be owned by such consultants could be registered Securities Act on Form S-8S-4 (or similar or successor form) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities or Common Stock comprising part of a unit or otherwise sold in connection with the issuance or sale of debt securities which are also being registered) (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall shall, at such time, promptly give each Holder of Registrable Securities written notice of such registration not later than forty-five (and in no event less than 45) days prior to the anticipated filing date of such Piggyback Registration. Upon the written request of each Holder of Registrable Securities given within twenty (20) calendar days prior to after the filing delivery of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to by the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Periodin accordance with Section 18, the Company receives Inclusion Notices requesting shall, subject to the Piggyback Registration provisions of at least a majority of Section 8, use commercially reasonable efforts to cause to be registered under the Registrable Securities, the Company shall include as a Piggyback Registration Securities Act all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent that each such Holder of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Registrable Securities has requested to be registered therebyregistered. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Any selling Holder of Registrable Securities shall be obligated permitted to file and cause withdraw all or any part of its Registrable Securities from any Piggyback Registration at any time prior to the effectiveness effective date of only one (1) such Piggyback Registration.

Piggyback Registration. If at any time during the Term of this Agreement, while any Registrable Shares are outstanding (without any obligation to do so) the Company proposes to register for sale file a registration statement under the Securities Act with respect to a primary offering of Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stockaffiliates, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”"), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registrable Shares as each Holder may request (a "Piggyback Registration"). Any Demand Registration Statement and any Piggyback Registration Statement are sometimes hereinafter referred to as a "Registration Statement) give written notice thereof ." Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration all Registrable Shares requested to be included in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of Shares which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if all Shares the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration and, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders and all other stockholders requesting registration pursuant to an effective registration rights agreement with the Company on a pro rata basis (based on the aggregate number of Registrable Shares and Shares of such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationstockholders).

Piggyback Registration. (a) If at any time during the Term of this Agreement, the Company proposes to register for sale for cash any file a registration statement under the Securities Act with respect to an offering (or to make an underwritten public offering pursuant to a previously filed registration statement) of its Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account or for the account of others (other than the Holdersa registration statement (i) on Form S-0, Xxxx X-0 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), under then the Securities Act on any form for registration thereunder Company shall give prompt written notice of such filing or offering, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days prior to the filing or launch date (the “Piggyback Notice”) to the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement or offering the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration Statement”), other than (i) a registration relating solely . Subject to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”Section 1.8(b). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) promptly following delivery of the Piggyback Notice but in any event no later than one (1) Business Day prior to the filing date of a Piggyback Registration all Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier 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 specified included in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationregistration statement.

Piggyback Registration. If If, at any time during after the Term of this AgreementResale Shelf ---------------------- Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any underwriting in connection therewith all Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company receives Inclusion Notices requesting will include in such registration in the Piggyback following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of Common Shares requested to be included in such registration by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of at least a majority Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to this Agreement and similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be allocated pro rata among the Holders and the other holders described in clause (iii) on the basis of the Registrable Securities, the Company shall include as a Piggyback Registration all number of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares requested to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationincluded by them in such registration.

Piggyback Registration. If If, at any time during the Term of this Agreementwhile any Registerable ---------------------- Shares are outstanding and a Registration Statement applicable to Holder under Sections 2(a) or 2(b) above is not effective, the Company (in its sole ------------- ---- discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holder. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registerable Shares as Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration underwriting in the subject Registration Statement, such Holder shall provide written notice to connection therewith all Registerable Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holder. Holder shall be permitted to withdraw all or part of the Registerable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing of such offering, the Company receives Inclusion Notices requesting will include the Piggyback Registration of at least a majority Common Shares of the Registrable Securitiesofferors in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares, the Company shall include Common Shares requested to be included in such registration by any holder holding registration rights with respect to restricted or control securities acquired prior to the Closing Date, including, without limitation, control securities and restricted securities acquired by Xxxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxx, and each of their Affiliates and family members prior to the Closing Date (provided, -------- that, for the purposes of this clause, any additional Common Shares received by Xx. Xxxxxxxxx, Xx. Xxxxx or their Affiliates and family members as a Piggyback Registration all result of stock splits or stock dividends with respect to securities held by such individuals prior to the Registrable Securities specified Closing Date shall be deemed to have been received prior to the Closing Date regardless of when such stock split or stock dividend actually occurs), (iii) third, up to the full number of applicable Common Shares, the Registerable Shares requested to be included in such registration by Holder, and (iv) fourth, up to the full number of applicable Common Shares, the Common Shares requested to be included in such registration by any other holder who was granted the right to participate in such offering which, in the Inclusion Notices. Notwithstanding case of clauses (ii), (iii) and (iv), in the foregoingopinion of such managing underwriter, can be sold without adversely affecting the Company may, without the consent price range of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyoffering. The Company covenants and agrees that it shall be obligated not grant "piggyback registration" rights to file and cause any holder of the effectiveness of only one (1) Piggyback RegistrationCompany's securities which would permit such holder to participate in an offering initiated by Holder.

Piggyback Registration. If at any time during that the Term of this AgreementStockholder owns or holds Shares, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering of Common Stock solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on Form S-8) successor form to such form or in connection with any employee or director welfare, benefit or compensation plan; (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such form or in connection with an exchange offer; (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock; (iv) in connection with an offering solely to employees of the Company or its Subsidiaries; or (v) relating to a transaction pursuant to Rule 145 under the Securities Act), acquisition, divestiture, reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing of such Registration Statement) give written Stockholder. The notice thereof referred to in the preceding sentence shall constitute an offer by Company to the Holders (Stockholder of the “Company Notice”). If a Holder wishes opportunity to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, register such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included Shares as the Stockholder may request (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”a "Piggyback Registration"). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall include in the Piggyback Registration and in any underwriting in connection therewith all Shares for which the request is received by the Company within fifteen (15) calendar days after the notice referred to above has been given by the Company. The Stockholder shall be obligated permitted to file withdraw all or part of the Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration or, if the Piggyback Registration is for an underwritten offering prior to the execution of an underwriting agreement by Stockholder and cause Company. If a Piggyback Registration is an underwritten primary registration on behalf of the effectiveness Company and the managing underwriter advises the Company that the total number of only one (1) Shares requested to be included in such registration, when combined with the shares of Common Stock that the Company otherwise proposes to register, would create a substantial risk of materially reducing the proceeds of the offering or price per share of the Common Stock to be offered, the number of Shares requested to be included by Stockholder in any such Piggyback Registration shall be reduced on a pro rata basis among Stockholder and any other stockholder also requesting participation in such Piggyback Registration.

Piggyback Registration. If at any time during the Term while any Registrable Shares of this Agreementa Holder are outstanding and a Registration Statement applicable to such Holders is not effective, and the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account accounts of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein from Holders within twenty (20) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the filing effective date of such Piggyback Registration. If a Piggyback Registration Statementis an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration by the Holders and holders under similar registration rights agreements exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company will include in such registration in the following priority: (i) give written notice thereof first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares requested to be included in such registration by any holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among the Company and such holders, and (iii) third, up to the full number of applicable Registrable Shares requested to be included in such registration by any Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the “Company Notice”opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to the extent necessary, Registrable Shares allocated pro rata among the Holders and such other holders on the basis of the total number of Common Shares requested to be included in such registration by all such holders). If a Holder wishes to include in connection with any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”registration under this Section 3(c). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares to be registered thereby. The will be distributed by or through one or more underwriters, then the Company shall will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Shares under this Section 3(c), to arrange for such underwriters to include the Registrable Shares of such Holder among the Common Shares to be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationdistributed by or through such underwriters.

Piggyback Registration. If at any time during the Term of this Agreementwhile any Registrable Shares are outstanding and a Registration Statement applicable to a Holder under Section 3(a) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form in connection with its offering of Common Stock solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestiture, reorganization or similar event(v) relating to a transaction pursuant to Rule 145 of the Securities Act), the Company shall promptly give prompt written notice of such proposed filing to each Holder who has requested to receive such notices at least fifteen (and in no event less than twenty (2015) calendar days prior to the proposed filing date. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register any amount of Registrable Shares as such Registration Statement) give written notice thereof Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to each Holder. Each Holder of Registrable Shares shall be permitted to withdraw all or part of its Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent all shares of any of the Holders, withdraw such Registration Statement prior to its becoming effective if Common Stock the Company proposes to sell, and (ii) second, up to the full number of Registrable Shares and shares of Common Stock requested to be included in such registration by any Holders and other holders of registration rights, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such other shareholders have elected to abandon offering (with the proposal to register the securities proposed shares of Common Stock to be registered thereby. The Company shall allocated pro rata among the Holders and the other holders of registration rights on the basis of the total number of Registrable Shares and the other shares of the Company's Common Stock requested to be obligated to file included in such registration by all such Holders and cause the effectiveness other holders of only one (1) Piggyback Registrationregistration rights).

Piggyback Registration. If at any time during an Initial Shelf Failure or after the Term of this AgreementShelf Registration Expiration Date, while any Registrable Shares are outstanding and no Demand Shelf Registration Statement is in effect, the Company (without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering of Common Stock solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock, acquisition(iv) in connection with an offering solely to employees of the Company or its affiliates, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register such amount of its Registrable Shares of Common Stock received from the Company upon the redemption of some or all of its Units, as such Registration Statement) give written notice thereof Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the securities or "Blue Sky" laws of the various states and in any underwriting in connection therewith all such Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. A Holder of such Registrable Shares shall be permitted to withdraw all or part of such Holder's Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first all shares of Common Stock the Company proposes to sell; (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the consent price range or probability of any success of such offering, allocated among the Holders requesting registration on a pro rata basis and (iii) third, if such Piggyback Registration Statement is being used to register shares of the HoldersCompany's Common Stock held by other holders of registration rights, withdraw such Registration Statement prior up to its becoming effective if the Company or full number of applicable Registrable Shares and such other shareholders have elected to abandon shares of Common Stock, other than the proposal to register the securities proposed underwritten primary shares of Common Stock requested to be registered thereby. The Company shall included in such registration, which, in the opinion of such managing underwriter, can be obligated to file and cause sold without adversely affecting the effectiveness price range or profitability of only one (1) Piggyback Registrationsuccess of such offering, allocated among the holders of registration rights requesting registration on a pro rata basis.

Piggyback Registration. If at (a) At any time during following the Term expiration of the Relevant Restricted Period, if, other than pursuant to Sections 3.1 a Demand Registration requested by the Investor (as defined in this Agreement), the Company proposes to register for sale for cash any of its Common Stock, file a registration statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement (a) on Form X-0, Xxxx X-0 or any successor forms thereto, (b) filed solely in connection with any employee benefit or dividend reinvestment plan or (c) for the purpose of effecting a rights offering relating to the Company Common Stock) or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventits security holders, the Company shall promptly will give to the Investor written notice of such filing at least fifteen (and in no event less than twenty (2015) calendar days prior to the anticipated filing of such Registration Statement) give written notice thereof to the Holders date (the “Company Piggyback Notice”); provided that the Company shall deliver Piggyback Notices to the Investor only if the Investor elected in writing to receive such Piggyback Notices. If a Holder wishes The Piggyback Notice shall offer the Investor, subject to the restrictions set forth in Section 2.2, the opportunity to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying registration statement the number of Registrable Securities desired (for purposes of this Section 3.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of offered by the Company Notice for its own account) as they may request (the a “Inclusion PeriodPiggyback Registration”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSubject to Section 3.3(b), the Company shall include as a in each such Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, with respect to which the Company may, without has received written requests for inclusion therein within seven (7) days after notice has been given to the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyInvestor. The Company shall be obligated required to file and cause maintain the effectiveness of only one (1) the Registration Statement for a Piggyback RegistrationRegistration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Piggyback Registration. If at any time during the Term of this Agreement, 1.1.1. Whenever the Company proposes to register for the offer and sale for cash of any shares of its Class A Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty ten (2010) calendar business days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any holders of Registrable Securities as of its intention to effect such a registration and, subject to Section 5.6.2 and Section 5.6.3, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in the subject its sole discretion. If any Piggyback Registration Statement, such Holder shall provide written notice Statement pursuant to the Company specifying the number which holders of Registrable Securities desired have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be included made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Registration Statement”). Provided that, during such holder(s) shall have the Inclusion Periodright, but not the Company receives Inclusion Notices requesting the obligation, to be notified of and to participate in any offering under such Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Shelf Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. If at any time during From and after the Term of this AgreementRegistration Date, whenever the Company Corporation initially proposes to register for the offer and sale for cash of any shares of its Common Stock, Shares under the Securities Act for its own account or in connection with the public offering of such securities solely for the account of others cash (other than a registration (a) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the HoldersCorporation pursuant to any employee stock plan or other employee benefit arrangement), (b) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act on or any successor rule thereto), or (c) in connection with any dividend or distribution reinvestment or similar plan) and the form for registration thereunder of Registration Statement (the a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), other the Corporation shall give prompt written notice (in any event no later than thirty (i30) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion from the Registration Equityholders within ten (10) days after the Corporation’s notice has been given to each such holder. If any Piggyback Registration Statement pursuant to which Registration Equityholders have registered the offer and sale of Registrable Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, such Registration Equityholders shall have the right, but not the obligation, to be notified of and to participate in any offering under such Registration Statement, and the Corporation shall give prompt written notice thereof to the Holders Registration Equityholders. With respect to a Piggyback Registration, LSC Parent shall include in such Piggyback Registration, (A) first, the “Company Notice”). If a Holder wishes Common Shares that LSC Parent proposes to include any sell for its own account; (B) second, the Registrable Securities as a Piggyback that the Registration in Equityholders propose to sell, allocated pro rata among all such Registration Equityholders on the subject Registration Statement, such Holder shall provide written notice to the Company specifying basis of the number of Registrable Securities desired owned by each such holder or in such manner as the Registration Equityholders may otherwise agree; and (C) third, the shares of Common Stock requested to be included (an “Inclusion Notice”) within ten (10) calendar days therein by holders of Common Stock other than the Registration Equityholders, allocated among such holders the basis of the date number of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration shares of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw Common Stock owned by each such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationholder.

Piggyback Registration. If at (but without any time during the Term of this Agreement, obligation to do so) the Company proposes to register (including for sale this purpose a registration effected by the Company for cash stockholders other than the Sellers) any of its Common Stock, for its own account stock or for the account of others (other than the Holders), securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on any form for registration thereunder Form S-8 (or similar or successor form) relating solely to the “Registration Statement”sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), other than (i) or a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to an transaction under Rule 145 of the extent the securities owned or to be owned by such consultants could be registered Securities Act on Form S-8S-4 (or similar or successor form) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities or Common Stock comprising part of a unit or otherwise sold in connection with the issuance or sale of debt securities which are also being registered) (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall shall, at such time, promptly give each Holder of Registrable Securities written notice of such registration not later than forty-five (and in no event less than 45) days prior to the anticipated filing date of such Piggyback Registration. Upon the written request of each Holder of Registrable Securities given within twenty (20) calendar days prior to after the filing delivery of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to by the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Periodin accordance with Section 18, the Company receives Inclusion Notices requesting shall, subject to the Piggyback Registration provisions of at least a majority of Section 8, use commercially reasonable efforts to cause to be registered under the Registrable Securities, the Company shall include as a Piggyback Registration Securities Act all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent that each such Holder of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Registrable Securities has requested to be registered therebyregistered. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Any selling Holder of Registrable Securities shall be obligated permitted to file and cause withdraw all or any part of its Registrable Securities from any Piggyback Registration at any time prior to the effectiveness effective date of only one (1) such Piggyback Registration.

Piggyback Registration. If at any Each time during the Term of this Agreement, the Company proposes decides to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a Registration Statement under the Securities Act with respect to its Common Stock (other than on Forms S-4 or S-8 or any successor form for the registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or of securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 issued in connection with a mergermerger or acquisition or employee benefit plan), acquisition, divestiture, reorganization or similar eventincluding any Registration Statement filed on behalf of stockholders of the Company exercising registration rights granted by the Company with respect to such shares, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders Holder. The Company shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within thirty (the “Company Notice”)30) days after such written notice has been given. If a Holder wishes to include in the good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the shares of Registrable Securities as and any other Common Stock requested to be registered by third parties holding similar registration rights would interfere with the successful marketing of a Piggyback Registration smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the subject offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise all Persons requesting registration, including the Holder, of the underwriters' decision, and the number of shares that are entitled to be included in the Underwritten Registration Statement, such Holder shall provide written notice be allocated first to the Company specifying for securities being sold for its own account and thereafter as set forth in Section 2.03 below. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days in such registration was previously reduced as a result of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securitiesmarketing factors, the Company shall then offer to all persons who have retained the right to include as a Piggyback Registration all of the Registrable Securities specified securities in the Inclusion Notices. Notwithstanding registration the foregoingright to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, the Company may, without the consent of any of the Holders, withdraw with such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed shares to be registered thereby. The Company shall be obligated to file and cause allocated among the effectiveness of only one (1) Piggyback Registrationpersons requesting additional inclusion in accordance with Section 2.03 below.

Piggyback Registration. If (a) Subject to the terms and conditions of this Agreement, if at any time during following the Term date hereof, the Company files a registration statement under the Securities Act solely for the purpose of registering for sale shares of its Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms to Form S-4 or Form S-8 or (ii) filed solely in connection with any share repurchase program, employee benefit or dividend reinvestment plan), then the Company shall use commercially reasonable efforts to give written notice of such filing to the Owners at least five (5) Business Days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Owners and their Affiliates and representatives, and an Owner shall be responsible for breaches of confidentiality by its Affiliates and representatives. The Piggyback Notice shall offer the Owners the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company proposes shall use its commercially reasonable efforts to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the include in each such Piggyback Registration all Registrable Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely with respect to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, which the Company has received from the Owners’ written requests for inclusion therein within five (5) Business Days following receipt of any Piggyback Notice by the Owners, which request shall promptly (and in no event less than twenty (20) calendar days prior to specify the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the maximum number of Registrable Securities desired intended to be included (an “Inclusion Notice”) within ten (10) calendar days disposed of by the date Owners and the intended method of the Company Notice (the “Inclusion Period”)distribution. Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company The Owners shall include as a Piggyback Registration be permitted to withdraw all or part of the Registrable Securities specified in from a Piggyback Registration at any time at least five (5) Business Days prior to the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any effective date of the Holders, withdraw registration statement relating to such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration.

Piggyback Registration. If at any time during after the Term of this AgreementShelf Registration Expiration Date and while any Registrable Shares are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering solely of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof to the Holders Registrable Shares as each Holder may request (the a “Company NoticePiggyback Registration”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice Subject to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration all Registrable Shares for which the Company has received written requests for inclusion therein within 30 calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares that can be sold in such offering without impairing the foregoingpricing or other commercial practicality of such offering, the Company maywill include in such registration Common Shares in the following priority: (i) first, without the consent full number of any Common Shares requested to be included in such registration by holders of Common Shares with piggyback registration rights prior or superior to those of the Holders, withdraw such Registration Statement prior to its becoming effective if and (ii) second, (A) Common Shares the Company or proposes to sell, (B) Common Shares requested to be included in such registration by any Holders, and (C) Common Shares requested to be included in such registration by other holders of Common Shares with piggyback registration rights of priority similar to the Holders (with the number of such Common Shares of the Company, the Holders, and such other shareholders have elected to abandon the proposal to register the securities proposed holders, respectively, to be registered thereby. The Company shall included in the Piggyback Registration to be obligated allocated pro rata among the Company, the Holders, and such other holders of Common Shares on the basis of the total number of Common Shares requested to file be included in such registration by all of the Company, the Holders and cause the effectiveness such other holders of only one (1) Piggyback RegistrationCommon Shares).

Piggyback Registration. If at any time during after the Term of this Agreement, Shelf Registration Expiration Date and while any Registrable Shares or Units are outstanding (without any obligation to do so) the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering of Common Stock solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock, acquisition(iv) in connection with an offering solely to employees of the Company or its Subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act or any other "business combination" transaction), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified in Company and the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration.managing underwriter advises the

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar 30 days prior to the filing of such the Registration Statement) give written notice thereof to the Holders (Investors of its intention to effect the “Company Notice”registration and, subject to Section 3(b) and Section 3(c). If a Holder wishes to , shall include any in the registration all Registrable Securities as with respect to which the Company has received written requests for inclusion from Investors within 15 days after the Company’s notice has been given to the Investors. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in the subject its sole discretion. A Piggyback Registration Statement, such Holder shall provide written notice not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to the Company specifying the number which holders of Registrable Securities desired have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be included made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Registration Statement”). Provided that, during Investors shall have the Inclusion Periodright, but not the Company receives Inclusion Notices requesting obligation, to be notified of and to participate in any offering under the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Shelf Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. If at any time during the Term of this Agreement, while any Registrable Shares are outstanding (without any obligation to do so) the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of its Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”"), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing of such Holders. The Shelf Registration Statement and any Piggyback Registration Statements are sometimes hereinafter referred to as the "Registration Statement) give written ." The notice thereof referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration all Registrable Shares requested to be included in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent all shares of any of the Holders, withdraw such Registration Statement prior to its becoming effective if Common Stock the Company or such other shareholders have elected proposes to abandon sell and (ii) second, up to the proposal to register the securities proposed full number of applicable Registrable Shares requested to be registered thereby. The Company included in such registration and, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be obligated to file and cause allocated among the effectiveness of only one (1) Piggyback RegistrationHolders requesting registration on a pro rata basis.

Piggyback Registration. If at any Each time during the Term of this Agreement, the Company proposes decides to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a Registration Statement under the Securities Act with respect to its Common Stock (other than on Forms S-4 or S-8 or any successor form for the registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or of securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 issued in connection with a mergermerger or acquisition or employee benefit plan), acquisition, divestiture, reorganization or similar eventincluding any Registration Statement filed on behalf of stockholders of the Company exercising registration rights granted by the Company with respect to such shares, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders Holders. The Company shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within thirty (the “Company Notice”)30) days after such written notice has been given. If a Holder wishes to include in the good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the shares of Registrable Securities as and any other Common Stock requested to be registered by third parties holding similar registration rights would interfere with the successful marketing of a Piggyback Registration smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the subject offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise all Holders of securities requesting registration of the underwriters' decision, and the number of shares of securities that are entitled to be included in the Underwritten Registration Statement, such Holder shall provide written notice be allocated first to the Company specifying for securities being sold for its own account and thereafter as set forth in Section 2.03 below. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days in such registration was previously reduced as a result of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securitiesmarketing factors, the Company shall then offer to all persons who have retained the right to include as a Piggyback Registration all of the Registrable Securities specified securities in the Inclusion Notices. Notwithstanding registration the foregoingright to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, the Company may, without the consent of any of the Holders, withdraw with such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed shares to be registered thereby. The Company shall be obligated to file and cause allocated among the effectiveness of only one (1) Piggyback Registrationpersons requesting additional inclusion in accordance with Section 2.03 below.

Piggyback Registration. If If, at any time during after the Term of this AgreementResale Shelf ---------------------- Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such 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 an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its Common Stocksubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventaccount, the Company shall promptly give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, 4 of 18 the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any underwriting in connection therewith all Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to Shares for which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company Notice (and the “Inclusion Period”). Provided that, during managing underwriter advises the Inclusion PeriodCompany that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company receives Inclusion Notices requesting will include in such registration in the Piggyback following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of Common Shares requested to be included in such registration by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc., and such holders, and (iii) third, up to the full number of at least a majority Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be allocated pro rata among the Holders and the other holders described in clause (iii) on the basis of the Registrable Securities, the Company shall include as a Piggyback Registration all number of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed Common Shares requested to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationincluded by them in such registration.

Piggyback Registration. If (a) If, at any time during following the Term of this AgreementEffective Date until the Registration Rights Termination Date, the Company proposes or is required to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a Registration Statement under the Securities Act on any form for registration thereunder with respect to an offering of securities of the Company of the same class as the Registrable Shares (the such securities “Registration StatementSimilar Securities”), other than whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Shares (excluding a Registration Statement that is (i) solely in connection with a registration relating solely to employee benefit plans Special Registration, a dividend reinvestment plan or securities issued or issuable to employeesa rights offering, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely “universal” Shelf Registration Statement or (iii) pursuant to a Securities Act Rule 145 transaction Demand Registration in accordance with Section 3.1 or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventShelf Registration), the Company shall give written notice as promptly as practicable, but not later than ten (and in no event less than twenty (2010) calendar days prior to the anticipated date of filing of such Registration Statement) give written notice thereof , to the Holders (the “Company Notice”). If a Holder wishes each Shareholder of its intention to include any Registrable Securities as a Piggyback Registration effect such registration and, in the subject Registration Statementcase of each Shareholder, shall include in such Holder shall provide written notice registration all of such Shareholder’s Registrable Shares with respect to which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received a written request from such Shareholder for inclusion therein within ten (10) calendar days of after the date of the Company Notice Company’s notice (the a “Inclusion Period”Piggyback Registration” and any such requesting Shareholder that has not withdrawn its Registrable Shares from such Piggyback Registration a “Piggyback Holder” with respect to such Piggyback Registration). Provided thatIn the event that a Shareholder makes such written request, during the Inclusion Period, such Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company receives Inclusion Notices requesting and the Piggyback Registration of managing underwriter, if any, at any time at least a majority two (2) Business Days prior to the effective date of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior relating to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyPiggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 3.2(a), whether or not any Shareholder has elected to include Registrable Shares in such registration. No Piggyback Registration shall be obligated count towards the number of Demand Registrations to file and cause which the effectiveness of only one (1) Piggyback RegistrationShareholders are entitled under Section 3.1(c).

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Purchased Shares (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar 15 days prior to the filing of such Registration Statement) give written notice thereof to the Holders (holders of Purchased Shares of its intention to effect such a registration and, subject to Section 7.2(b) and 7.2(c), shall include in such registration all Purchased Shares with respect to which the “Company Notice”)has received written requests for inclusion from the holders of Purchased Shares within 10 days after the Company’s notice has been given to each such holder. If a Holder wishes to include any Registrable Securities as The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 7.1. If any Piggyback Registration Statement pursuant to which holders of Purchased Shares have registered the subject offer and sale of Purchased Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such Holder holder(s) shall provide written notice to have the Company specifying right, but not the number of Registrable Securities desired obligation, to be included notified of and to participate in any offering under such Piggyback Shelf Registration Statement (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Takedown”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration.

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar 30 days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c). If a Holder wishes to , shall include any in such registration all Registrable Securities as with respect to which the Company has received written requests for inclusion from Investor within 15 days after the Company’s notice has been given to Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in the subject its sole discretion. A Piggyback Registration Statement, such Holder shall provide written notice not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to the Company specifying the number which holders of Registrable Securities desired have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be included made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Registration Statement”). Provided that, during Investor shall have the Inclusion Periodright, but not the Company receives Inclusion Notices requesting the obligation, to be notified of and to participate in any offering under such Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Shelf Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. If (a) Parent shall notify any Stockholder electing to receive Parent Common Stock pursuant to Section 1.5 (a “Holder”) in writing at any time during the Term of this Agreement, the Company proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others least fifteen (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i15) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statementany registration statement under the Securities Act for purposes of a public offering of Parent Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) give written notice thereof a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, except for any registration statements related to the Holders issuance or resale of securities issued in such a transaction) and will afford Holder an opportunity to include in such registration statement all or part of any unregistered shares of Parent Common Stock held by such Holders. If any Holder desires to include in any such registration statement all or any part of the unregistered shares of Parent Common Stock held by him he shall, within fifteen (15) days after the “Company Notice”)above-described notice from Parent, so notify Parent in writing. Such notice shall state the intended method of disposition of such shares by such Holder. If a Holder wishes decides not to include all of his unregistered shares of Parent Common Stock in any registration statement thereafter filed by Parent, each Holder shall nevertheless continue to have the right to include any Registrable Securities such shares in any subsequent registration statement or registration statements as a Piggyback Registration in may be filed by Parent with respect to offerings of its securities, all upon the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyterms and conditions set forth herein. The Company shall be obligated have the right to file and cause terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of only one (1) Piggyback Registrationsuch registration whether or not any Holder has elected to include securities in such registration.

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar 30 days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any holders of Registrable Securities as of its intention to effect such a registration and, subject to Section 1(b) and Section 0, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 15 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in the subject its sole discretion. If any Piggyback Registration Statement, such Holder shall provide written notice Statement pursuant to the Company specifying the number which holders of Registrable Securities desired have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be included made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Registration Statement”). Provided that, during such holder(s) shall have the Inclusion Periodright, but not the Company receives Inclusion Notices requesting the obligation, to be notified of and to participate in any offering under such Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Shelf Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company (other than the HoldersHolders of Registrable Securities) (a “Piggyback Registration”), the Company shall give written notice to each Holder of Registrable Securities of its intention to effect such a registration (but in no event less than ten Business Days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 2.3(b) and 2.3(c), shall include in such Registration Statement and in any offering of any shares of its Common Stock to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Holder for the account of such Holder, provided, that the Company has received a written request for inclusion therein from such Holder no later than seven (7) Business Days after the date on which the Company has given notice of the Piggyback Registration to Holders; provided, further, that the Company shall be obligated to include Registrable Securities pursuant to a Piggyback Registration only to the extent that the expected aggregate gross proceeds from the offering of such Registrable Securities constitute at least $1,000,000 or the Holder(s) requesting the inclusion of its or their Registrable Securities request such inclusion with respect to all of its or their remaining Registrable Securities. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on or any form for registration thereunder successor rule thereto (the a “Piggyback Shelf Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to shall be included (an “Inclusion Notice”) within ten (10) calendar days of the date of notified by the Company Notice of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (the a “Inclusion PeriodPiggyback Shelf Takedown”). Provided that, during subject to the Inclusion Period, the Company receives Inclusion Notices requesting the same limitations that are applicable to any other Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registrationset forth above.

Piggyback Registration. If at any time during the Term of this Agreement, while any Registrable Shares are outstanding the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or 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 or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of its Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”"), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof of such proposed filing at least 10 business days before filing to the Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (the “Company Notice”a "Piggyback Registration"). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice Subject to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration all Registrable Shares requested to be included in the registration for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent all shares of any of the Holders, withdraw such Registration Statement prior to its becoming effective if Common Stock the Company or such other shareholders have elected proposes to abandon sell and (ii) second, up to the proposal to register the securities proposed full number of applicable Registrable Shares requested to be registered thereby. The Company included in such registration and, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be obligated allocated among the Holders and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to file and cause be included in a registration pursuant to demand registration rights shall be excluded from the effectiveness of only one (1) Piggyback Registrationunderwriting unless all securities other than such securities are first excluded.

Piggyback Registration. (a) If at any time during (but without any obligation to do so) the Term Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares solely for cash for its own account (other than a registration statement (i) filed solely in connection with employee stock option or purchase plans; (ii) relating to a transaction pursuant to Rule 145 under the Securities Act; or (iii) pursuant to a registration form which does not include substantially the same information as would be required under the Securities Act to be included in a registration statement covering the sale of Registrable Shares) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice (the "Piggyback Notice") of such proposed filing to the Holders at least 15 days before the anticipated filing date. The Piggyback Notice shall offer the Holders the opportunity to register pursuant to the registration statement proposed to be filed as described in such notice, such amount of Registrable Shares then Beneficially Owned by the Holders as they may request (each a "Piggyback Registration"). Subject to Section 3(b) of this Agreement, the Company proposes shall include in each such Piggyback Registration all Registrable Shares with respect to register which the Company has received written requests from Holders for sale for cash any of its Common Stock, for its own account or for inclusion therein within 10 days after the account of others (other than Piggyback Notice has been received by the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely . Each Holder shall be permitted to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) withdraw all or any portion of their Family Members (including the Registrable Shares of such Holder from a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the registration statement with respect to such Registration Statement) give written notice thereof Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, Shares Beneficially Owned by such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw that are withdrawn by such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback RegistrationHolder.

Piggyback Registration. If at any time during while the Term provisions of this Agreement, ---------------------- Section are effective pursuant to Section 1(c) hereof any Registrable Shares are outstanding the Company proposes to register for sale file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or 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 or in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of its Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act, whether or not for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”"), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any of Units and Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide Shares written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within such proposed filing at least ten (10) calendar business days before filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of the date of the Company Notice Registrable Shares as each Holder may request (the “Inclusion Period”a "Piggyback Registration"). Provided that, during Subject to the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration provisions of at least a majority of the Registrable SecuritiesSection 2 below, the Company shall include as in such Piggyback Registration all Registrable Shares requested to be included in the registration for which the Company has received written requests for inclusion therein within five (5) business days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent all shares of any of the Holders, withdraw such Registration Statement prior to its becoming effective if Common Stock the Company or such other shareholders have elected proposes to abandon sell and (ii) second, up to the proposal to register the securities proposed full number of applicable Registrable Shares requested to be registered thereby. The Company included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be obligated allocated among the Holders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to file and cause be included in a registration pursuant to demand registration rights shall be excluded from the effectiveness of only one (1) Piggyback Registrationunderwriting unless all securities other than such securities are first excluded.

Piggyback Registration. If (a) If, at any time during following the Term of this AgreementEffective Date until the Registration Rights Termination Date, the Company proposes or is required to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a Registration Statement under the Securities Act on any form for registration thereunder with respect to an offering of securities of the Company of the same class as the Registrable Shares (the “Registration Statement”such securities "Similar Securities"), other than whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Shares (excluding a Registration Statement that is (i) solely in connection with a registration relating solely to employee benefit plans Special Registration, a dividend reinvestment plan or securities issued or issuable to employeesa rights offering, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely "universal" Shelf Registration Statement or (iii) pursuant to a Securities Act Rule 145 transaction Demand Registration in accordance with Section 3.1 or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar eventShelf Registration), the Company shall give written notice as promptly as practicable, but not later than ten (and in no event less than twenty (2010) calendar days prior to the anticipated date of filing of such Registration Statement) give written notice thereof , to the Holders (the “Company Notice”). If a Holder wishes each Shareholder of its intention to include any Registrable Securities as a Piggyback Registration effect such registration and, in the subject Registration Statementcase of each Shareholder, shall include in such Holder shall provide written notice registration all of such Shareholder's Registrable Shares with respect to which the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) has received a written request from such Shareholder for inclusion therein within ten (10) calendar days of after the date of the Company Notice Company's notice (the “Inclusion Period”a "Piggyback Registration" and any such requesting Shareholder that has not withdrawn its Registrable Shares from such Piggyback Registration a "Piggyback Holder" with respect to such Piggyback Registration). Provided thatIn the event that a Shareholder makes such written request, during the Inclusion Period, such Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company receives Inclusion Notices requesting and the Piggyback Registration of managing underwriter, if any, at any time at least a majority two (2) Business Days prior to the effective date of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior relating to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered therebyPiggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 3.2(a), whether or not any Shareholder has elected to include Registrable Shares in such registration. No Piggyback Registration shall be obligated count towards the number of Demand Registrations to file and cause which the effectiveness of only one (1) Piggyback RegistrationShareholders are entitled under Section 3.1(c).

Piggyback Registration. If at any time during the Term of this Agreement, a.Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the “a "Piggyback Registration Statement”), other than (i") a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event"Piggyback Registration"), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired of its intention to be included (an “Inclusion Notice”effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Holders of Registrable Securities within ten (10) calendar days after the Company's notice has been given to each such Holder. The Company may postpone or withdraw the filing or the effectiveness of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of the Section 2. If any Piggyback Registration Statement pursuant to which Holders of Registrable Securities specified in have registered the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent offer and sale of any of the Holders, withdraw such Registrable Securities is a Registration Statement prior to its becoming effective if on Form S-3 or the Company or such other shareholders have elected to abandon the proposal to register the securities proposed then appropriate form for an offering to be registered thereby. The Company made on a delayed or continuous basis pursuant to Rule or any successor rule thereto (a "Piggyback Shelf Registration Statement"), such Holder(s) shall have the right, but not the obligation, to be obligated notified of and to file and cause the effectiveness of only one participate in any offering under such Piggyback Shelf Registration Statement (1) a "Piggyback RegistrationShelf Takedown").

Piggyback Registration. If at any time during after the Term of this AgreementShelf Registration Expiration Date and while any Registrable Shares are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form with respect to an offering solely of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestitureor (v) relating to a transaction pursuant to Rule 145 of the Securities Act), reorganization whether or similar eventnot for its own account, the Company shall promptly (and in no event less than twenty (20) calendar days prior give prompt written notice of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) give written notice thereof Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares that can be sold in such offering without impairing the foregoingpricing or other commercial practicality of such offering, the Company maywill include in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, up to the full number of applicable Common Shares requested to be included in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable Shares and Common Shares requested to be included in such registration by any Holders and other holders of Common Shares with piggyback registration rights of similar priority which, in the opinion of such managing underwriter, can be sold without adversely affecting the consent price range or probability of any success of such offering (with the number of such Registrable Shares and other Common Shares of each Holder and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among the Holders and such other holders on the basis of the Holders, withdraw total number of shares requested to be included in such Registration Statement prior to its becoming effective if the Company or registration by all such Holders of Registrable Shares and such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness holders of only one (1) Piggyback RegistrationCommon Shares).

Piggyback Registration. If at any time during Each xxxx Xxxxxx decides to file a Registration Statement under the Term of this Agreement, the Company proposes Securities Act with respect to register for sale for cash any of its Common Stock, for its own account or for the account including any Registration Statement filed on behalf of others (other than the Holders)stockholders of Seller exercising registration rights granted by Seller with respect to such shares, under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company Seller shall promptly (and in no event less than twenty (20) calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”)Buyer. If a Holder wishes to Seller shall include any in such Registration Statement such shares of Registrable Securities as a Piggyback Registration for which it has received written requests to register such shares within ten (10) days after such written notice has been given. If, in the subject Registration Statementgood faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered by third parties holding similar registration rights would interfere with the successful marketing of a smaller number of such Holder shall provide written notice to the Company specifying shares, then the number of Registrable Securities desired and other Common Stock to be included (an “Inclusion Notice”) within ten (10) calendar days in the offering shall be reduced as provided herein. Seller shall advise Buyer of securities requesting registration of the date underwriters’ decision, and the number of shares or securities that are entitled to be included in the Company Notice (Underwritten Registration shall be allocated first to Seller for securities being sold for its own account and thereafter as set forth in Section 2.03 below. If any person does not agree to the “Inclusion Period”)terms of any such underwriting, he shall be excluded therefrom by written notice from Seller or the underwriter. Provided that, during Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the Inclusion Period, registration or if the Company receives Inclusion Notices requesting the Piggyback Registration number of at least a majority shares of the Registrable Securities, the Company shall include Securities to be included in such registration was previously reduced as a Piggyback Registration result of marketing factors, Seller shall then offer to all of persons who have retained the Registrable Securities specified right to include securities in the Inclusion Notices. Notwithstanding registration the foregoingright to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, the Company may, without the consent of any of the Holders, withdraw with such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed shares to be registered thereby. The Company shall be obligated to file and cause allocated among the effectiveness of only one (1) Piggyback Registrationpersons requesting additional inclusion in accordance with Section 2.03 below.

Piggyback Registration. If at any time during the Term of this Agreement, while any Registrable Shares are outstanding and a Registration Statement applicable to a Holder under Section 3(a) is not effective the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form in connection with its offering of Common Shares solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Shares, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestiture, reorganization or similar event(v) relating to a transaction pursuant to Rule 145 of the Securities Act), the Company shall promptly give prompt written notice of such proposed filing to each Holder who has requested to receive such notices at least fifteen (and in no event less than twenty (2015) calendar days prior to the proposed filing date. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register any amount of Registrable Shares as such Registration Statement) give written notice thereof Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 3 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to each Holder. Each Holder of Registrable Shares shall be permitted to withdraw all or part of its Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding number of Common Shares which can be sold in such offering without adversely affecting the foregoingprice range or probability of success of such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if all Common Shares the Company proposes to sell, and (ii) second, up to the full number of Registrable Shares and Common Shares requested to be included in such registration by any Holders and other holders of registration rights, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such other shareholders have elected to abandon offering (with the proposal to register the securities proposed Common Shares to be registered thereby. The Company shall allocated pro rata among the Holders and the other holders of registration rights on the basis of the total number of Registrable Shares and the other Common Shares requested to be obligated to file included in such registration by all such Holders and cause the effectiveness other holders of only one (1) Piggyback Registrationregistration rights).

Piggyback Registration. If at any time during the Term of this Agreement, the Company proposes shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”Subscriber), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members family members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give to the Subscriber written notice thereof (and in no event shall such notice be given less than twenty (20) 20 calendar days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”registration statement). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company and shall include as a piggyback registration (the “Piggyback Registration Registration”) all of the Registrable Securities Shares and Warrant Shares specified in a written request delivered by the Inclusion NoticesSubscriber to the Company within 10 calendar days after receipt of such written notice from the Company. Notwithstanding the foregoingHowever, the Company may, without the consent of any of the HoldersSubscriber, withdraw such Registration Statement registration statement prior to its becoming effective if the Company or such other shareholders stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Notwithstanding the foregoing, in the event that the SEC limits the amount of shares that may be registered in such registration statement, the Company may scale back from the registration statement first, such number of Warrant Shares and second, such number of Shares, on a pro-rata basis, as is required to meet the scale back requirements. Additionally, in any such registration statement, SEC scale back requirements shall be obligated apply first to file the Warrant Shares and cause the effectiveness Shares and second, to any other shares being registered pursuant to a mandatory or demand registration obligation of only one (1) Piggyback Registrationthe Company.

Piggyback Registration. If at any time during the Term of this Agreement, while any Registrable Shares are outstanding and a Registration Statement applicable to a Holder under Section 3(a) is not effective the Company (in its sole discretion and without any obligation to do so) proposes to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), file a registration statement under the Securities Act on any form in connection with its offering of Common Stock solely for registration thereunder cash (the “Registration Statement”), other than a registration statement (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) S-8 or any of their Family Members (including a registration on successor form to such Form S-8) or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a mergerrights offering exclusively to existing holders of Common Stock, acquisition(iv) in connection with an offering solely to employees of the Company or its subsidiaries, divestiture, reorganization or similar event(v) relating to a transaction pursuant to Rule 145 of the Securities Act), the Company shall promptly give prompt written notice of such proposed filing to each Holder who has requested to receive such notices at least fifteen (and in no event less than twenty (2015) calendar days prior to the proposed filing date. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register any amount of Registrable Shares as such Registration Statement) give written notice thereof Holder may request (a "Piggyback Registration"). Subject to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number provisions of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable SecuritiesSection 4 below, the Company shall include as in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to each Holder. Each Holder of Registrable Shares shall be permitted to withdraw all or part of its Registrable Shares from a Piggyback Registration all at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Registrable Securities specified Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the Inclusion Notices. Notwithstanding the foregoingnumber of shares of Common Stock which can be sold in such offering, the Company maywill include in such registration in the following priority: (i) first, without the consent all shares of any of the Holders, withdraw such Registration Statement prior to its becoming effective if Common Stock the Company proposes to sell, and (ii) second, up to the full number of Registrable Shares and shares of Common Stock requested to be included in such registration by any Holders and other holders of registration rights, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such other shareholders have elected to abandon offering (with the proposal to register the securities proposed shares of Common Stock to be registered thereby. The Company shall allocated pro rata among the Holders and the other holders of registration rights on the basis of the total number of Registrable Shares and the other shares of the Company's Common Stock requested to be obligated to file included in such registration by all such Holders and cause the effectiveness other holders of only one (1) Piggyback Registrationregistration rights).

Piggyback Registration. If at any time during the Term of this Agreement, (a) Whenever the Company proposes to register for the offer and sale for cash of any shares of its Common StockStock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan, whether for its own account or for the account of others one or more stockholders of the Company and the form of Registration Statement (other than the Holders), under the Securities Act on any form for registration thereunder (the a “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could used may be registered on Form S-8) or used for any registration of their Family Members Registrable Securities (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event“Piggyback Registration”), the Company shall promptly give prompt written notice (and in any event no event less later than twenty (20) calendar 30 days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any holders of Registrable Securities as of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 20 days after the Company's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in the subject its sole discretion. A Piggyback Registration Statement, such Holder shall provide written notice not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to the Company specifying the number which holders of Registrable Securities desired have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be included made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (an a “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion PeriodPiggyback Shelf Registration Statement”). Provided that, during such holder(s) shall have the Inclusion Periodright, but not the Company receives Inclusion Notices requesting the obligation, to be notified of and to participate in any offering under such Piggyback Registration of at least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Shelf Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file and cause the effectiveness of only one (1) a “Piggyback RegistrationShelf Takedown”).