Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than 10 days seven Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Holders. The Piggyback Notice shall offer such Holders the other holders opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each, a “Piggyback Request”) within five Business Days after the holders date of Registrable Securities within 5 the Piggyback Notice but in any event not later than two Business Day prior to the filing date of a Piggyback Registration Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the Company's notice has been given to each effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such holder registration statement. The Company may postpone or withdraw a Piggyback Registration Statement at any time prior to effectiveness of such Piggyback Registration Statement without incurring any liability to the filing Holders. (b) Subject to any applicable restrictions on transfer in the Stockholders Agreement, if any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among such selling holders on the basis of their respective then-owned registrable securities; and (iii) third, any other securities of the Company that have been requested to be included in such offering, allocated pro rata among such holders on the basis of the percentage of securities then held by such holders; provided that Holders may, prior to the earlier of (a) the effectiveness of a Piggyback Registration the registration statement and (b) the time at any time in its sole discretion and/or reduce which the amount of shares offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.8.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock, Non-Voting Common Stock under or Other Securities, whether or not the Securities Act (other than sale is for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 6(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 6(c), shall include request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and Other Securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (ziii) third, any capital stock Other Securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3; provided that such underwriter(s) shall be reasonably acceptable to the applicable Holder(s). No Holder may participate in any underwritten registration under this Section 3 unless such Hxxxxx (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents reasonably required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) If, after the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includinghereof, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act (providing for a public offering of the Company’s securities, other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement on Form X-0, X-0 S-8 or Form S-4 or any successor similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement deemed to be used may be used for any incorporated by reference, if any, in such registration of Securities (a statement, the “Piggyback RegistrationRegistration Statement”), the Company shall give prompt written notice (in any event no later than 10 days prior will notify each Holder of the proposed filing and afford each Holder an opportunity to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration Piggyback Registration Statement all or any part of the Registrable Securities with respect Shares then held by such Holder. Each Holder desiring to which include in any such Piggyback Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) days after delivery of the above-described notice by the Company, so notify the Company has received written requests for inclusion from in writing, and in such notice shall inform the holders Company of the number of Registrable Securities within 5 days after the Company's notice has been given Shares such Holder wishes to each include in such holder . The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount of shares to be included in such registration Statement and provide, as a result condition to such inclusion, such information regarding itself, the Registrable Shares held by it and the intended method of rules, regulations, positions or releases issued or actions taken by the SEC disposition of such securities as is required pursuant to its authority with respect to Rule 415, Regulation S-K promulgated by the SEC under the Securities ActAct to effect the registration of the Registrable Shares. For purposes Any election by any Holder to include any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of this Section 6such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement; provided, however, that at such time, the term “Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect Shares sold pursuant to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisePiggyback Registration Statement.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock securities under the Securities Act (other than pursuant to a registration effected solely pursuant to implement an employee benefit plan Section 2.2 or Section 2.3 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement registration on Form X-0, X-0 S-4 or S-8 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company similar forms) and the registration form of Registration Statement to be used may be used for any the registration of Securities (a “Piggyback Registration”)Registrable Securities, whether or not for sale for its own account, the Company shall will give prompt written notice (but in any no event no later less than 10 30 days prior before the anticipated filing date) to the filing all Designated Holders (other than Designated Holders all of such whose Registrable Securities are then covered by an effective Registration Statement) ), and such notice shall describe the proposed registration and distribution and offer to all such Designated Holders the Purchaser and opportunity to register the other holders number of Registrable Securities of its intention to effect as each such a registration and, subject to Section 6(b) and Section 6(c), shall Designated Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 days after the Designated Holders’ receipt of the Company's ’s notice has been given (a “Piggyback Registration”). (b) The Company shall use its reasonable best efforts to each cause the managing underwriter or underwriters of a proposed underwritten offering involving a Piggyback Registration to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such holder Registrable Securities in accordance with the intended method of distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.4(e) hereof, the Company shall not be required to reimburse such Designated Holder for the fees and expenses referred to in Section 2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and Designated Holders requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in its sole discretion and/or reduce such registration only the amount of shares securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, and (ii) second, Registrable Securities and securities which have been requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC Persons entitled to exercise “piggy-back” registration rights pursuant to its authority with respect contractual commitments of the Company (pro rata based on the amount of securities sought to Rule 415, promulgated be registered by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, Designated Holders and such other Persons); and (y) in cases not initially involving the Warrant Sharesregistration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (ziii) any capital stock of third, the securities which the Company issued or issuable with respect proposes to the Shares or the Warrant Shares including, without limitationregister. (e) If, as a result of the proration provisions of this Section 2.4, any stock splitDesignated Holders shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holders has requested to be included, stock dividend, recapitalization, exchange or similar event or otherwisesuch holder may elect to withdraw his request to include Registrable Securities in such registration. (f) The right of the Designated Holders to register Registrable Securities pursuant to this Section 2.4 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement.

Piggyback Registration. (a) Until 3.1. If at any time after the earlier of (i) the date as of which the Purchaser may sell all third anniversary of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingClosing Date, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any (including for this purpose a registration effected by the Company for the account of the Company or shareholders of the Company other than the Holder) shares of its Common Stock or securities convertible or exercisable into shares of Common Stock under the Securities Act (other than a registration effected in connection with the public offering solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement for cash on Form X-0X- 0, X-0 or S-3 (or any replacement or successor form thereto or another form forms) as soon as practicable (but in not available for registering the Securities for sale event less than ten (10) business days prior to the public), whether for its own account or for the account date of one or more stockholders of the Company and the form of filing any related Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”Statement), the Company shall promptly give prompt the Holder written notice of such registration (in any event no later than a "Piggyback Registration"). Upon the written request of the Holder given within 10 days prior to following the filing date of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration andnotice, subject to Section 6(b) and Section 6(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 5 days after the Company's notice has been given shall use commercially reasonable efforts to each such holder . The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount of shares cause to be included in such registration statement (a "Piggyback Registration Statement," the Shelf Registration Statement, the Demand Registration Statement and Piggyback Registration Statement are hereinafter called collectively, "Registration Statements" and, individually, a "Registration Statement"), and use its commercially reasonable efforts to cause to be registered under the Securities Act all the Registrable Securities that the Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any Piggyback Registration Statement for any offering referred to in this Section 3 without any obligation or liability to the Holder; provided, that the Company shall promptly notify the Holder in writing of any such action. 3.2. If the Piggyback Registration Statement relates to an underwritten offering of Common Stock or securities convertible or exercisable into shares of Common Stock and if the Underwriters' Representative of such underwritten offering shall inform the Company that in its opinion the inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of any other shares of Common Stock requested to be included would materially and adversely effect the success or pricing of such offering or of such distribution by the underwriters, then the Company may, upon written notice to the Holder, exclude from such underwritten offering (i) in the event the Piggyback Registration Statement relates to an offering for the account of the Company, shares of Common Stock requested to be included by any persons or entities other than the Company, pro rata in proportion to the respective number of shares of Common Stock requested to be included by such persons and entities, to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the number of shares of Common Stock recommended by such Underwriters' Representative and (ii) in the event the Piggyback Registration Statement relates to an offering for the account of any person or entity other than the Company, (A) first, shares of Common Stock requested to be registered for the account of any persons or entities other than the person or entity making the initial request for such registration (the "Requesting Party"), pro rata in proportion to the respective number of shares of Common Stock requested to be registered by such other persons and entities to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the number of shares of Common Stock recommended by such Underwriters' Representative, (B) second, to the extent reduction as a result of rulesclause (A) is insufficient, regulations, positions or releases issued or actions taken by shares of Common Stock requested to be registered for the SEC pursuant to its authority with respect to Rule 415, promulgated by account of the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant SharesCompany, and (zC) any capital stock of the Company issued or issuable with respect third, to the Shares or the Warrant Shares including, without limitation, extent reduction as a result of clauses (A) and (B) is insufficient, shares of Common Stock requested to be registered for the account of the Requesting Party. The Company may decline to file a Piggyback Registration Statement referred to in this Section 3.2 after giving notice to the Holder, or withdraw such a Piggyback Registration Statement after filing, or otherwise abandon any stock splitsuch proposed underwritten offering; provided that the Company shall promptly notify the Holder in writing of any such action. 3.3. The Holder may not participate in any underwritten offering under Section 2.1 or Section 3.1 hereof unless it completes and executes all customary questionnaires, stock dividendpowers of attorney, recapitalizationcustody agreements, exchange underwriting agreements, and other customary documents required under the customary terms of such underwriting arrangements. In connection with any underwritten offering under Section 2.1, 3.1 or similar event or otherwise4.1, each of the Holder and the Company shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties (in the case of the Holder only as to the Registrable Securities being sold by the Holder and any Permitted Group Transferee in such underwritten offering and the plan of distribution thereof) and provide certain customary indemnifications for the benefit of the underwriters. 3.4. The Holder shall be entitled to have its Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to this Section 3.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register offer or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration effected (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to implement an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan or a transaction arrangement), (ii) pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) business days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the filing offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the effectiveness 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities that the Company proposes to sell; (ii) second, the shares of Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall, subject to the Shares, (y) the Warrant Shares, and (z) any capital stock prior written consent of the Company issued holders of a majority of the Registrable Securities included in such Piggyback Registration or issuable Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until Subject to the earlier Shareholder’s material compliance with its obligations under Section 6.05(a) of the Merger Agreement, if, after the Closing Date, the Company proposes or is required to file a Registration Statement under the 1933 Act or any other securities Laws with respect to an offering of any Common Shares, whether or not for sale for its own account (other than a Registration Statement (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingon Form X-0, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (Xxxx X-0 or Rule 144(i)(2), if applicable) any similar form under non-U.S. Laws or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company will give prompt written notice of such proposed filing at least 10 Business Days before the anticipated filing date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Piggyback Notice”) to the Shareholder Parties. Such Piggyback Notice must specify the number of Common Shares proposed to be registered, the proposed date of filing of such Registration Period”)Statement with the SEC, whenever the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a proposed minimum offering price of such Common Shares. The Piggyback Notice will offer the Shareholder Parties the opportunity to include in such Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the number of Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used as it may be used for any registration of Securities request (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c4.2(b), shall . The Company will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein from any Shareholder Party (without need for Shareholder Action), subject to Section 4.2(b). The Shareholder Parties will be permitted to withdraw all or part of the holders of Registrable Securities within 5 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 from a Piggyback Registration at any time at least three Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period during which all Registrable Securities included in its sole discretion such Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the Company and the holders of such Registrable Securities that, in their judgment, because of the size of the offering which the Shareholder Parties, the Company and/or such other Persons (as applicable) intend to make, the success of the offering would be materially and adversely affected by inclusion of the number of Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters reasonably deem relevant, the timing and manner to effect the offering), then the number of Registrable Securities to be offered for the account of the Shareholder Parties shall be reduced to the extent necessary (i) to reduce the total amount of shares securities to be included in such registration as a result offering to the amount recommended by such managing underwriter or underwriters or (ii) to the extent necessary to comply with the requirements of rulesthe Faiveley Registration Rights; provided that if Common Shares and/or Class A Preferred Shares are being offered for the account of Persons other than the Company, regulationsthen the Common Shares and/or Class A Preferred Shares intended to be offered for the account of such other Persons shall, positions or releases issued or actions taken except to the extent not permitted by the SEC pursuant to its authority with respect to Rule 415Faiveley Registration Rights, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect be reduced pro rata to the Shares or extent necessary to permit the Warrant Shares including, without limitation, as a result Shareholder Parties to include all of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseits Registrable Securities in such offering.

Piggyback Registration. (a) Until If, at any time commencing after the earlier of (i) the effective date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 Registration Statement and EXPIRING seven (including7) years thereafter, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock securities under the Securities Act (other than a registration effected solely pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any a comparable registration of Securities (a “Piggyback Registration”), the Company shall statement) it will give prompt written notice by registered mail, at least thirty (in any event no later than 10 30) days prior to the filing of each such Registration Statement) registration statement, to the Purchaser Representative and to all other Holders of the other holders of Registrable Warrant Securities of its intention to effect do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such a registration and, subject notice of its or their desire to Section 6(b) and Section 6(c), shall include any such securities in such proposed registration all Registrable Securities with respect to which statement, the Company has received written requests for inclusion from shall afford the holders Representative and such Holders of Registrable the Warrant Securities within 5 days after the Company's notice has been given opportunity to each have any such holder Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). The Company may postpone or withdraw the filing or the effectiveness of If a Piggyback Registration at any time is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in its sole discretion and/or reduce writing that in their opinion the amount number of shares securities requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by exceeds the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6number which can be sold in such offering, the term “Registrable Securities” means Company will include in such registration (xi) first, the Sharessecurities the Company proposes to sell, (yii) second, the Warrant SharesSecurities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (ziii) any capital stock third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company issued in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (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 issuable with respect to withdraw the same after the filing but prior to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseeffective date thereof.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock common stock under the Securities Act (other than pursuant to a registration effected solely pursuant to implement an employee benefit plan Section 2.1, Section 2.3 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement registration on Form X-0, X-0 S-4 or S-8 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account similar forms or for the account a registration of one or more stockholders of the Company shares in connection with an acquisition) and the registration form of Registration Statement to be used may be used for any the registration of Securities (a “Piggyback Registration”)Registrable Securities, whether or not for sale for its own account, the Company shall will give prompt written notice (in any event no later than 10 days prior to all Designated Holders, and such notice shall describe the filing of such Registration Statement) proposed registration and distribution and offer to all Designated Holders the Purchaser and opportunity to register the other holders number of Registrable Securities of its intention to effect as each such a registration and, subject to Section 6(b) and Section 6(c), shall Designated Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 days after the Designated Holders’ receipt of the Company's ’s notice has been given (a “Piggyback Registration”). (b) The Company shall use its reasonable efforts to each cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.4(e) hereof), the Company shall not be required to reimburse such holder for the fees and expenses referred to in Section 2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such underwritten offering shall advise the Company that, in its sole discretion and/or reduce opinion, the number of securities requested to be included in such offering (including securities of the Company or any other Person which are not Registrable Securities) exceeds the number which can be sold in such offering in an orderly manner within a price range reasonably acceptable to the Company and, if registration of such offering is pursuant to a contractual commitment of the Company to holders of its securities, holders of a majority (by number of shares) of such securities, or (ii) if any requirement of the form on which the Registration Statement is filed or rule promulgated by the SEC or if any written interpretation or written guidance of the Staff of the SEC sets forth a limitation on the number of securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of the securities), then the Company will be required to include in such registration only the amount of securities that it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities that the Company proposes to register, (ii) second, any shares of Common Stock or other securities as to which the Company has granted registration rights prior to the date of this Agreement that by their terms require priority over the rights granted under this Section 2.4, (iii) third, Registrable Securities and securities that have been requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC other Persons entitled to exercise “piggy-back” registration rights pursuant to its authority with respect contractual commitments of the Company (pro rata based on the amount of securities sought to Rule 415, promulgated be registered by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, Designated Holders and such other Persons); and (y) in cases not initially involving the Warrant Sharesregistration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities that have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (ziii) any capital stock of third, the securities that the Company issued or issuable with respect proposes to the Shares or the Warrant Shares including, without limitationregister for its own account. (e) If, as a result of the proration provisions of this Section 2.4, any stock splitDesignated Holders shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holders has requested to be included, stock dividend, recapitalization, exchange such holder may elect to withdraw its request to include Registrable Securities in such registration. (f) The right of the Designated Holders to register Registrable Securities pursuant to this Section 2.4 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement contemplated by Section 2.1 or similar event or otherwiseSection 2.3. The rights of the Designated Holders under this Section 2.4 shall survive the expiration of the Registration Period.

Piggyback Registration. (a) Until the earlier of (i) If the date as Company shall at any time propose to conduct an underwritten offering of which Common Stock for cash (whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Purchaser may sell Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 requested for inclusion in the subject Underwritten Offering (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (iiand any related registration, if applicable). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the date on which the Purchaser shall have sold all number of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used as they may be used for any registration of Securities request (a “Piggyback Registration”); provided, however, that in the event that the Company shall give prompt written notice (in any event no later proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than 10 days prior to the filing of such an Automatic Shelf Registration Statement) to the Purchaser and the other holders of , only Registrable Securities of its intention to effect such a registration and, Holders which are subject to Section 6(b) and Section 6(c), an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such registration all Piggyback Registration such Registrable Securities with respect to for which the Company has received written requests for inclusion from therein within three Business Days after sending the holders Piggyback Notice. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and conditions set forth herein. (ii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in the subject Registration Statement (and any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of shares of Common Stock proposed to be included in such Underwritten Offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, (1) in the case of a Requested Underwritten Offering, to the Initiating Holder and, if there remains availability for additional shares of Common Stock to be included in such registration, to the Company, or (2) in the case of any other Underwritten Offerings, to the Company, (B) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities within 5 days after such Holder is entitled to include in such registration and, if applicable, to any other holders on whose behalf the Company's notice has been given Company filed such Registration Statement and (C) if there remains availability for additional shares of Common Stock to each be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of Common Stock such holder is entitled to include in such registration. If any Holder disapproves of the terms of any such Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Company may postpone shall have the right to terminate or withdraw the filing or the effectiveness of a Piggyback Registration any registration initiated by it under this Section 2(c) at any time in its sole discretion and/or reduce the amount of shares whether or not any Holder has elected to be included include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration as a result of rules, regulations, positions or releases issued or actions taken shall be borne by the SEC Company in accordance with Section 5 hereof. (iv) Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (v) The rights of a Holder under this Section 2(c) shall terminate on the later of (i) one year following the date of this Agreement and (ii) the first date upon which the number of Registrable Securities held by such Holder is less than 5.0% of the number of outstanding shares of Common Stock. (vi) No registration of Registrable Securities effected pursuant to its authority with respect to Rule 415, promulgated by the SEC a request under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x2(c) the Shares, (ybe deemed to have been effected pursuant to Section 2(a) the Warrant Shares, and (z) any capital stock of or shall relieve the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseits obligations under Section 2(a).

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 fifteen (15) days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the filing offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the effectiveness 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities” means Securities proposing to distribute their Registrable Securities through such underwritten offering shall (xtogether with the Company) enter into an underwriting agreement in customary form with the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued underwriter or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseunderwriters selected for such underwriting.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Units or securities convertible into, or exchangeable or exercisable for, Common Units, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0F-4, X-0 Form S-8 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the public), whether for its own account effectuate an exchange offer or for the account of one any employee benefit or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities dividend reinvestment plan) (a “Piggyback Company-Initiated Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given no later than 10 days three (3) Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Investors. The Piggyback Notice shall offer such Investors the other holders opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities of its intention to effect as each such Investor may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement with respect to a Company-Initiated Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each, a “Piggyback Request”) within two (2) Business Days after the holders date of the Piggyback Notice. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities within 5 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 who have timely submitted a Piggyback Registration at Request, in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request, on the same terms and subject to the same conditions as any time other units of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its sole discretion and/or reduce or their good faith opinion the amount number of shares securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocated pro rata among such Investors on the basis of the total number of Registrable Securities then-held by such Investors; and (iii) third, any other securities of the Company that have been requested to be included in such offering; provided, that Holders may, prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.8.

Piggyback Registration. Following that date that is ninety (a90) Until days after the earlier of (i) the date as of which the Purchaser may sell all expiration of the Non-Redemption Period, if, at any time thereafter, while any Registrable Securities owned Shares are outstanding and (except as otherwise permitted by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictionsSections 9(b) and without the need for current public information required by Rule 144(c)(110) (or Rule 144(i)(2a Registration Statement applicable to Holders under Sections 3(a), if applicable3(b) or (ii3(c) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”)is not effective, whenever the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration effected 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 implement an employee benefit plan employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the publicAct), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than 10 days prior 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) Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Purchaser and provisions of Section 4 below, the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), 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 any underwriting in connection therewith all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 ten (10) calendar days after the Company's notice referred to above has been given by the Company to each such holder the Holders. The Company may postpone Holders of Registrable Shares shall be permitted to withdraw all or withdraw part of the filing or the effectiveness of Registrable Shares from a Piggyback Registration at any time in its sole discretion and/or reduce prior to the amount effective date of shares such Piggyback Registration. If a Piggyback Registration is 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 as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by Holders and holders under similar registration rights agreements exceeds the SEC under number of Common Shares that can be sold in such offering without impairing the Securities Act. For purposes pricing or other commercial practicality of this Section 6such offering, the term “Registrable Securities” means Company will include in such registration in the following priority: (xi) first, all Common Shares the SharesCompany proposes to sell, (yii) second, up to the Warrant Sharesfull 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 (ziii) third, up to the full number of applicable Registrable Shares requested to be included in such registration by any capital stock Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the 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 in connection with any registration under this Section 3(d), the Common Shares to be registered will be distributed by or through one or more underwriters, then the Company issued or issuable with respect will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Shares under this Section 3(d), to arrange for such underwriters to include the Registrable Shares of such Holder among the Shares to be distributed by or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethrough such underwriters.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company If Parent proposes to register Register any shares of its Common Stock securities under the U.S. Securities Act (by Registration on any form other than a registration effected solely to implement an employee benefit plan Form S-4 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 (or any successor form thereto or another form not available for registering the Securities for sale to the publicsimilar form(s)), whether pursuant to Registration rights granted to other holders of its securities or for sale for its own account or for account, then it will give prompt written notice to each Investor of its intention to do so and of such Investors’ rights under this Section 4.3, which notice, in any event, will be given at least 30 days prior to such proposed Registration. Upon the account written request of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of an Investor that holds Registrable Securities (a “Piggyback RegistrationRequesting Investor”) made within 15 days after such Investor’s receipt of any such notice from Parent, which request will specify the Registrable Securities intended to be disposed of by such Piggyback Requesting Investor, Parent will, subject to Section 4.6(b), effect the Company shall give prompt written notice Registration under the U.S. Securities Act of all Registrable Securities that Parent has been so requested to Register by the Piggyback Requesting Investors; provided that: (in any event no later than 10 days i) prior to the filing effective date of the registration statement filed in connection with such Registration and promptly following receipt of notification by Parent from the managing underwriter (if an underwritten offering) of the price at which such securities are to be sold, Parent will advise each Piggyback Requesting Investor of such Registration Statement) price, and such Piggyback Requesting Investor will then have the right, exercisable in its sole discretion by delivery of written notice to Parent within five Business Days of such Piggyback Requesting Investor being advised of such price, irrevocably to withdraw its request to have its Registrable Securities included in such registration statement, without prejudice to the Purchaser and the other rights of any holder or holders of Registrable Securities to include Registrable Securities in any future Registration (or Registrations) pursuant to this Section 4.3 or to cause such Registration to be effected as a Registration under Section 4.1(a), as the case may be; (ii) if at any time after giving written notice of its intention to effect Register any securities and prior to the effective date of the registration statement filed in connection with such Registration, Parent determines for any reason not to Register or to delay Registration of such securities, then Parent may, at its election, give written notice of such determination to each Piggyback Requesting Investor and (A) in the case of a registration anddetermination not to Register, subject will be relieved of its obligation to Section 6(b) and Section 6(cRegister any Registrable Securities in connection with such Registration (but not from any obligation of Parent to pay the Expenses in connection therewith), shall without prejudice, however, to the rights of any Investor to include in such registration all Registrable Securities with respect in any future Registration (or Registrations) pursuant to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 days after the Company's notice has been given this Section 4.3 or to each cause such holder . The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount of shares to be included in such registration effected as a result of rulesRegistration under Section 4.1(a), regulations, positions or releases issued or actions taken by as the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Sharescase may be, and (zB) in the case of a determination to delay Registering, will be permitted to delay Registering any capital stock Registrable Securities for the same period as the delay in Registering such other securities; and (iii) if such Registration was initiated by Parent for its own account and involves an underwritten offering, then each Piggyback Requesting Investor will sell its Registrable Securities on the same terms and conditions as those that apply to Parent, and the managing underwriter of the Company issued or issuable with respect each such underwritten public offering will be a nationally-recognized investment bank selected by Parent. (b) No registration effected under this Section 4.3 will relieve Parent of its obligation to the Shares or the Warrant Shares includingeffect any demand Registration under Section 4.1(a), without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseand no registration effected pursuant to this Section 4.3 will be deemed to have been effected pursuant to Section 4.1(a).

Piggyback Registration. (a) Until Commencing on the earlier of (i) the date as of which the Purchaser may sell all expiration of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)Holding Period, if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to file with the SEC a registration statement to register any shares of its AmeriGas Common Stock Units for an underwritten offering under the Securities Act (other than on a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement on Form X-0, X-00, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company F-4) and the form of Registration Statement registration statement to be used may be used for any a registration of Securities Registrable Units (a “Piggyback Registration”), the Company shall give prompt five (5) Business Days’ written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Unitholders of its intention to effect file such a registration statement and, subject to this Section 6(b) and Section 6(c)4.04, shall include in such registration statement and in any offering of AmeriGas Common Units to be made pursuant to that registration statement all Registrable Securities Units with respect to which the Company has received a written requests request for inclusion therein from the holders any Unitholder within (3) three Business Days after such Unitholder’s receipt of Registrable Securities within 5 days after the Company's ’s notice has been given to each such holder (provided, that only Registrable Units of the same class or classes as the AmeriGas Common Units being registered may be included). The Company shall have no obligation to proceed with any Piggyback Registration and may postpone or abandon, terminate and/or withdraw such registration for any reason at any time prior to the filing or pricing thereof. Any Unitholder shall have the effectiveness right to withdraw such Unitholder’s request for inclusion of such Unitholder’s Registrable Units in such Piggyback Registration by giving written notice to the Company of such withdrawal at least two (2) Business Days prior to the time of the public announcement of the Company’s intention to conduct such underwritten offering. (a) If a Piggyback Registration at any time is initiated for an underwritten offering on behalf of the Company and the managing underwriter(s) advise the Company and the Unitholders (but only those Unitholders that have elected to include Registrable Units in its sole discretion and/or reduce such Piggyback Registration) that in their opinion the amount number of shares AmeriGas Common Units proposed to be included in such offering exceeds the number of AmeriGas Common Units which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the AmeriGas Common Units proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of AmeriGas Common Units that the Company proposes to sell and (ii) second, the number of AmeriGas Common Units requested to be included therein by other unitholders of AmeriGas Common Units, including the Unitholders (but only those Unitholders that have elected to include Registrable Units in such Piggyback Registration), pro rata among all such unitholders on the basis of the number of AmeriGas Common Units requested to be included therein by all such unitholders or as a result such unitholders and the Company may otherwise agree. If the number of rules, regulations, positions or releases issued or actions taken AmeriGas Common Units which can be so sold is less than the number of AmeriGas Common Units proposed to be registered pursuant to the Piggyback Registration by the SEC Company, the amount of AmeriGas Common Units to be sold shall be fully allocated to the Company. (b) In any Piggyback Registration, the Company shall have the right to select the underwriter or underwriters for any offering conducted pursuant thereto. (c) None of the Unitholders shall sell any Registrable Units in any offering pursuant to its authority with respect a Piggyback Registration unless it (a) agrees to Rule 415, promulgated sell such Registrable Units on the basis provided in the underwriting arrangements approved by the SEC Company and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents reasonably required of such Unitholder under the Securities Act. For purposes terms of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch arrangements.

Piggyback Registration. (a) Until If at any time prior to the earlier fifth anniversary of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever this Agreement the Company proposes shall determine to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicablesecurities, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities whether for sale to the public), whether for its own account or for the account of one any other Person, other than registration statements relating to (i) employee, consultant or more stockholders distributor compensation or incentive arrangements, including employee benefit plans, or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Purchaser written notice thereof and include in such registration statement (a "Piggyback Registration Statement") and in any underwriting involved therein, all Registrable Securities (the "Piggyback Registrable Securities") specified in a written request made by the Purchaser (a "Piggyback Request") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. (b) If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall so advise the Purchaser as a part of the written notice given pursuant to Section 4(a). In such event, the right of the Purchaser to registration pursuant to this Section 4 (or participate in an underwritten take down in the case of an unallocated or universal shelf registration) shall be conditioned upon the agreement of the Purchaser to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the extent provided herein. The Purchaser shall (together with the Company and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement. (c) Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten (a "Piggyback Market Cut-Back"), the Company shall include in the registration (i) in the event that such registration is on behalf of other shareholders of the Company having demand registration rights (A) first, the securities requested to be registered by such other shareholders, and (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of Piggyback Registrable Securities which are to be registered and sold pursuant to the Piggyback Registration Statement and others exercising these rights, on the basis of the number of securities requested to be included by the holders of such Piggyback Registrable Securities and the others exercising these rights; and (ii) in the event that such registration is on behalf of the Company, (A) first, the securities that the Company proposes to sell, (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of the Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration Statement and others exercising these rights, on the basis of the number of the Piggyback Registrable Securities requested to be included by holders of such Piggyback Registrable Securities, and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Purchaser included in the underwriting on behalf of the Company be reduced below twenty-five percent (25%) of the total amount of securities included in such offering. (d) Except to the extent specifically provided in this Section 4 hereof, the procedures to be followed by the Company and the Purchaser, and the respective rights and obligations of the Company and the form Purchaser, with respect to the distribution of any Piggyback Registrable Securities by the Purchaser pursuant to any Piggyback Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), filed by the Company shall give prompt written notice (be as set forth in the Piggyback Underwriting Agreement, or any event no later than 10 days prior to other agreement or agreements governing the filing distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. (e) to Notwithstanding the Purchaser and the foregoing, however, nothing in this Section 4, or any other holders provision of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c)this Agreement, shall include in such registration all Registrable Securities with respect be construed to which limit the Company has received written requests for inclusion from the holders absolute right of Registrable Securities within 5 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 , for any time reason and in its sole discretion and/or reduce (i) to delay, suspend or terminate the amount of shares to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result filing of any stock split, stock dividend, recapitalization, exchange Piggyback Registration Statement; (ii) to delay the effectiveness of any Piggyback Registration Statement; or similar event or otherwise(iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration. (a) Until At any time after the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction Closing, if, other than pursuant to Rule 144 (includingSections 2.1 and 2.2, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares 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 effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (a) on Form X-0, Xxxx X-0 or any successor form thereto forms thereto, (b) filed solely in connection with any employee benefit or another form not available dividend reinvestment plan or (c) for registering the Securities for sale purpose of effecting a rights offering relating to the public), whether for its own account Common Stock) or for the account of one or more stockholders any of its security holders, the Company will give to the Investor Parties written notice of such filing at least fifteen (15) days prior to the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Investor Parties the opportunity to include in such registration statement the number of Registrable Securities (for purposes of this Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the Company same type and the form of Registration Statement class as those proposed to be used offered by the Company for its own account) as it may be used for any registration of Securities request (a “Piggyback Registration”). Subject to Section 2.3(b), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 seven (7) days after the Company's notice has been given to each such holder the Investor Parties. The Company may postpone or withdraw the filing or shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration at 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. (b) If any time of the securities to be registered pursuant to the registration giving rise to the Investor Parties’ rights under this Section 2.3 are to be sold in its sole discretion and/or reduce an underwritten offering, the amount of shares Investor Parties shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as a result any other shares of rulesCapital Stock, regulationsif any, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or issuable dollar amount of Registrable Securities proposed to be sold in such offering, together with respect all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or by any Person (other than the Investor Parties) exercising a contractual right to demand registration pursuant to which such registration statement was filed; and (ii) second, among any other holders of Registrable Securities or Other Securities requesting such registration, pro rata, based on the aggregate number of Registrable Securities and Other Securities Beneficially Owned by each such holder. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the Shares or effectiveness of the Warrant Shares includingrelated Registration Statement and shall have no obligation to register any Registrable Securities in connection with such registration, without limitationexcept to the extent provided herein. (d) Each Investor Party shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Registration by giving written notice to the Company of its request to withdraw at least two (2) Business Days prior to the planned effective date of the related Registration Statement. Notwithstanding Section 2.4, as a result the Company shall not be required to pay for the expenses of any stock splitInvestor Party in connection with any registration proceeding begun pursuant to this Section 2.3 from which the Investor Parties has subsequently withdrawn pursuant to this Section 2.3(d), stock dividend, recapitalization, exchange or similar event or otherwiseunless such Investor Party’s withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to the Company’s delivery of such Piggyback Notice.

Piggyback Registration. (a) Until Whenever the earlier Partnership proposes the offer and sale of (i) the date as of which the Purchaser may sell all any of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (Partnership’s Common Units or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock other securities under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-8 (or other registration solely relating to an offering or sale to employees or directors of either of the QES Parties pursuant to any employee stock plan or other employee benefit arrangement), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders partners of the Company and the form of Registration Statement to be used may be used for any registration of Securities Partnership (a “Piggyback RegistrationSale”), the Company Partnership shall give prompt written notice (in any event no later than 10 days prior to the filing initiation of such Registration Statementoffer and sale) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration an offer and sale and, subject to Section 6(bSections 3(b) and Section 6(c3(c), shall include in such registration an offer and sale all Registrable Securities with respect to which the Company Partnership has received written requests for inclusion from the holders of Registrable Securities within 5 days 7 Business Days after the Company's Partnership’s notice has been given to each such holder holder. The Company Partnership may postpone or withdraw the filing such offering or the effectiveness of a Piggyback Registration sale at any time in its sole discretion and/or reduce discretion. (b) If a Piggyback Sale is initiated as a primary underwritten offering on behalf of the amount Partnership and the managing underwriter advises the Partnership and the holders of shares Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Sale) in writing that in its reasonable and good faith opinion the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per unit of the Common Units to be sold in such offering, the QES Parties shall cause the Partnership to include in such registration or takedown (i) first, the Common Units that the Partnership proposes to sell; and (ii) second, the Common Units requested to be included therein by holders of Registrable Securities, allocated among such holders pro rata based on the number of Common Units held by each applicable holder or in such manner as they may agree. (c) If a Piggyback Sale is initiated as an underwritten offering on behalf of a holder of Common Units other than Registrable Securities, and the managing underwriter advises the Partnership in writing that in its reasonable and good faith opinion the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per unit of the Common Units to be sold in such offering, the QES Parties shall cause the Partnership to include in such registration or takedown (i) first, the Common Units requested to be included therein by the holder(s) requesting such registration or takedown; and (ii) second, the Common Units requested to be included therein by the holders of Registrable Securities and by the other holders of Common Units (other than holders of Registrable Securities) with registration rights entitling them to participate in such underwritten offering, allocated among such holders pro rata on the basis of the number of Common Units held by each applicable holder or in such manner as they may agree. (d) If any Piggyback Sale is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Partnership, the term “Registrable Securities” means (x) Partnership shall select the Shares, (y) investment banking firm or firms to act as the Warrant Shares, and (z) any capital stock of the Company issued managing underwriter or issuable underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register offer or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration effected (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to implement an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan or a transaction arrangement), (ii) pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) business days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the filing holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that the Company shall not be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the effectiveness 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(s) shall have the right to be notified of and to participate (it being specified that it shall not be obligated to participate) in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other Equity Securities proposed to be included in such underwritten offering, exceeds the number of Equity Securities which can be sold in such offering and/or that the number of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the Equity Securities that the Company proposes to sell; (ii) second, the Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other Equity Securities proposed to be included in such underwritten offering, exceeds the number of Equity Securities which can be sold in such offering and/or that the number of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall, subject to the Shares, (y) the Warrant Shares, and (z) any capital stock prior written consent of the Company issued holders of a majority of the Registrable Securities included in such Piggyback Registration or issuable Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock securities under the Securities Act (by registration on any forms other than a registration effected solely to implement an employee benefit plan Form S-4 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 (or any successor form thereto or another form not available for registering the Securities for sale to the publicsimilar form(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company it shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities each Stockholder of its intention to effect do so and of such Stockholders’ rights under this Section 2.2, which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request of a Stockholder that holds Registrable Common Stock (a “Piggyback Requesting Stockholder”) made within 20 days after such Stockholder’s receipt of any such notice from the Company (within 10 days if the Company states in such written notice or gives telephonic notice to the relevant Stockholders, followed promptly by written confirmation, stating that (i) such registration andwill be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Stockholder, the Company shall, subject to Section 6(b2.5(b) and Section 6(c)hereof, shall include in such effect the registration under the Securities Act of all Registrable Securities with respect to Common Stock which the Company has received written requests for inclusion been so requested to register by the Piggyback Requesting Stockholders; provided that, (a) prior to the effective date of the registration statement filed in connection with such registration and promptly following receipt of notification by the Company from the holders managing underwriter (if an underwritten offering) of Registrable Securities within 5 days after the Company's notice has been given price at which such securities are to be sold, the Company shall advise each Piggyback Requesting Stockholder of such holder . The Company may postpone or withdraw price, and such Piggyback Requesting Stockholder shall then have the filing or the effectiveness of a Piggyback Registration at any time right, exercisable in its sole discretion and/or reduce by delivery of written notice to the amount Company within five Business Days of shares such Piggyback Requesting Stockholder being advised of such price, irrevocably to be withdraw its request to have its Registrable Common Stock included in such registration statement, without prejudice to the rights of any holder or holders of Registrable Common Stock to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a result registration under Section 2.1(a), as the case may be; (b) if at any time after giving written notice of rulesits intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, regulationsthe Company shall determine for any reason not to register or to delay registration of such securities, positions the Company may, at its election, give written notice of such determination to each Piggyback Requesting Stockholder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Stockholder to include Registrable Common Stock in any future registration (or releases issued or actions taken by the SEC registrations) pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 62.2 or to cause such registration to be effected as a registration under Section 2.1(a) hereof, as the term “Registrable Securities” means (x) the Shares, (y) the Warrant Sharescase may be, and (zii) in the case of a determination to delay registering, shall be permitted to delay registering any capital stock of Registrable Common Stock, for the same period as the delay in registering such other securities; and (c) if such registration was initiated by the Company issued or issuable with respect for its own account and involves an underwritten offering, each Piggyback Requesting Stockholder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Shares Company, and the underwriters of each such underwritten Public Offering shall be a nationally-recognized underwriter (or underwriters) selected by the Warrant Shares includingCompany. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any demand registration under Section 2.1(a), without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseand no registration effected pursuant to this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1(a).

Piggyback Registration. (a) Until If the earlier Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (including a Shelf Registration Statement, but other than a registration statement (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingon Form X-0, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (Xxxx X-0 or Rule 144(i)(2), if applicable) any successor forms thereto or (ii) the date on which the Purchaser shall have sold all filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), in a manner that would permit registration of the Registrable Subject Securities owned by Purchaser (for sale for cash to the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock public under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicableAct, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given to the Stockholder no later than 10 ten (10) business days prior to the filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Stockholder the opportunity to include (or cause to be included) in such registration statement the number of such shares of Subject Securities as the Stockholder may request (each, a “Piggyback Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject ”). Subject to Section 6(b) and Section 6(c4.2(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Subject Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within 5 five (5) business days after the Company's notice has been given to each such holder date of the Piggyback Notice. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce Statement beyond the amount earlier of shares to be (x) 120 days after the effective date thereof and (y) consummation of the distribution by the holders of the Subject Securities 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 Piggyback Registration Statement without incurring any liability to the Stockholder. (b) If any of Subject Securities to be registered pursuant to the registration giving rise to the rights under this Section 4.2 are to be sold in a registered offering in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public (an “Underwritten Offering”), the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Stockholder to include in such offering all Subject Securities included in the Stockholder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the Underwritten Offering; provided that the Stockholder timely submits a result Piggyback request in connection with such offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of rulessuch offering advise the Company in writing that in its or their good faith opinion the number of securities to be registered exceeds the number of securities which can be sold in such offering in light of market conditions or will adversely affect the success of such offering, regulationsthe Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, positions or releases issued or actions taken which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the SEC Company for its own account and (ii) second, the Subject Securities of the Stockholder and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company) or in such other proportions as shall mutually be agreed to by such selling shareholders. (c) As to any particular Subject Securities, once issued, such securities shall cease to be subject to this Section 4.2 when (i) such securities are sold or otherwise transferred pursuant to its authority with respect to Rule 415, promulgated by the SEC an effective registration statement under the Securities Act. For purposes , (ii) such securities shall have ceased to be outstanding, (iii) such securities have been transferred in a transaction in which the Stockholder’s rights under this Agreement are not assigned in accordance with the terms of this Section 6, Agreement to the term “Registrable Securities” means (x) transferee of the Sharessecurities, (yiv) the Warrant Shares, and (z) any capital stock such securities are sold in a broker’s transaction under circumstances in which all of the Company issued applicable conditions of Rule 144 promulgated under the Securities Act (or issuable with respect any similar provisions then in force) are met, or (v) as to any Subject Securities that are Common Stock of the Shares or Stockholder, at any time the Warrant Shares including, without limitation, as a result Stockholder and its affiliates own less than 1% of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethe outstanding shares of Common Stock.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If at any time the Company proposes to register any shares shall propose the filing of its Common Stock a Registration Statement on an appropriate form under the Securities Act (other than a of any securities of the Company, but excluding Registration Statements relating to any registration effected solely under Section 11.1 or to implement an any employee benefit plan or a transaction corporate reorganization, then the Company shall give Purchaser notice of such proposed registration and shall include in any Registration Statement relating to which Rule 145 such securities all or a portion of Purchaser’s Registrable Securities as Purchaser shall request, by notice given by Purchaser to the Company within twenty (20) days after the giving of such notice by the Company, to be so included. In the event of the inclusion of Registrable Securities Act is applicablepursuant to this Section 11.2, or the Company shall bear all of the Costs and Expenses of such registration; provided, however, that Purchaser shall be obligated to pay, pro rata based upon the number of Registrable Securities included therein, the underwriters’ discounts and commissions and reimbursable underwriters’ expenses. In the event the distribution of securities of the Company covered by a Registration Statement on Form X-0referred to in this Section 11.2 is to be underwritten, X-0 or any successor form thereto or another form not available for registering then the Company’s obligation to include Registrable Securities for sale in such Registration Statement shall be subject, at the option of the Company, to the public), whether for its own account or following further conditions: (a) The distribution for the account of one or more stockholders Purchaser shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and the form of Registration Statement to be used may be used for and/or any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of other persons whose securities are covered by such Registration Statement, and Purchaser will enter into an agreement with such underwriters containing customary provisions; (b) to If the Purchaser and underwriting agreement entered into with the other holders aforesaid underwriters contains restrictions upon the sale of Registrable Securities securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 days after the Company's notice has been given to each such holder . The Company may postpone or withdraw , other than the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount of shares securities which are to be included in the proposed distribution, for a period not exceeding one hundred eighty (180) days from the effective date of the Registration Statement, then such registration as a result of rulesrestrictions will be binding upon Purchaser and, regulations, positions or releases issued or actions taken if requested by the SEC pursuant Company, Purchaser will enter into a written agreement to its authority that effect; and (c) If the underwriters state in writing that they are unwilling to include any or all of Purchaser’s securities in the proposed offering because such inclusion will materially interfere with respect to Rule 415, promulgated the orderly sale and distribution of the securities being offered by the SEC under Company, then the number of Purchaser’s Registrable Securities Act. For purposes of this Section 6, to be included will be reduced in accordance with such statement by the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseunderwriters.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock under Stock, whether or not the Securities Act (other than sale for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration StatementDemanding Holder referenced in Section 2(f) to the Purchaser and the other holders of Registrable Securities above of its intention to effect such a registration. The Company will effect the registration and, subject to Section 6(b) and Section 6(c), shall include under the Securities Act of all Registrable Securities held by the Principal Shareholders that the Demanding Holder requests be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Demanding Holder shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 its sole discretion and/or reduce at least two (2) Business Days prior to the amount effective date of shares the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Demanding Holder in such registration as a result under this Section 3. There shall be no limit to the number of rules, regulations, positions or releases issued or actions taken by the SEC Piggyback Registrations pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term 3(a). A Piggyback Registration shall not be considered an “Registrable SecuritiesUnderwritten Shelf Takedown” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect subject to the Shares or the Warrant Shares including, without limitation, as a result provisions of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseSection 2(f).

Piggyback Registration. (a) Until the earlier of (i) If, at any time commencing after the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 hereof and expiring five (including5) years thereafter, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock securities under the Securities Act (other than a registration effected solely to implement an employee benefit plan or in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall S-8) it will give prompt written notice by registered mail, at least thirty (in any event no later than 10 30) days prior to the filing of each such Registration Statement) registration statement, to the Purchaser and Holders of the other holders of Registrable Warrants and/or the Warrant Securities of its intention to effect do so. If the Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such a registration and, subject notice of its or their desire to Section 6(b) and Section 6(c), shall include any such securities in such proposed registration all Registrable Securities with respect to which statement, the Company has received written requests for shall afford the Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement; provided, however, that if the managing underwriter determines and advises in writing that the inclusion from of the holders Warrant Securities proposed to be included in the underwritten public offering would interfere with the successful marketing of Registrable such securities, then the Warrant Securities within 5 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 its sole discretion and/or reduce the amount of shares to shall nevertheless be included in such registration as a result of rules, regulations, positions or releases issued or actions taken statement but withheld from the market by the SEC pursuant Holders for a period not to its authority with respect exceed ninety (90) days, which the managing underwriter reasonably determines as necessary in order to Rule 415effect the underwritten public offering. Notwithstanding anything to the contrary, promulgated by the SEC under Holders agree not to sell the Securities ActShares for a period of twelve months following the consummation of the Company's next public offering. For purposes Notwithstanding the provisions of this Section 611.2, the term “Registrable Securities” means Company shall have the right at any time after it shall have given written notice pursuant to this Section 11.2 (xirrespective 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 Sharessame after the filing but prior to the effective date thereof. The Company shall pay all costs (excluding transfer taxes, (y) the Warrant Sharesif any, and (z) fees and expenses of Holder(s)' counsel and any capital stock of the Company issued underwriting or issuable selling commissions), fees and expenses in connection with respect all registration statements filed pursuant to the Shares or the Warrant Shares this Section 11.2 hereof including, without limitation, as a result of any stock splitthe Company's legal and accounting fees, stock dividendprinting expenses, recapitalization, exchange or similar event or otherwiseblue sky fees and expenses.

Piggyback Registration. After the Closing Date, if the Company shall determine to proceed with the preparation and filing of a new registration statement under the Securities Act in connection with a proposed offer and sale of any of its securities by it or any of its security holders (a) Until the earlier of other than (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includinga registration statement on Form S-0, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (X-0 or Rule 144(i)(2), if applicable) other limited purpose form or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes a registration statement to register any shares the resale of its Common Stock under the Securities Act (other than securities sold in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”PIPE transaction), the Company shall will give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention determination to effect MSN. If within five calendar days after its receipt of any such a registration andnotice MSN shall so request in writing, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from will, except as herein provided, cause all of the holders of Registrable Securities within 5 days after Acquired Shares covered by such request (the Company's notice has been given to each such holder . The Company may postpone or withdraw the filing or the effectiveness of a “Requested Piggyback Registration at any time in its sole discretion and/or reduce the amount of shares Shares”) to be included in such registration as a result of rulesstatement, regulations, positions all to the extent requisite to permit the sale or releases issued or actions taken other disposition by the SEC prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to its authority this Section 4.2 shall be underwritten in whole or in part in connection with respect to Rule 415, promulgated an underwritten offering by the SEC under the Securities Act. For purposes Company of this Section 6its securities, the term “Registrable Securities” means (x) Company may require that the SharesRequested Piggyback Shares be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, (y) MSN shall, if requested by the Warrant Sharesunderwriters, execute an underwriting agreement containing customary representations and (z) warranties by selling shareholders; provided, that the representations by MSN shall be limited to matters relating to its ownership or the Acquired Shares being registered and related matters. If the managing underwriter of such public offering advises the Company that the inclusion of any capital stock or all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Company issued or issuable interfere with the successful marketing of the securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among MSN and all other holders of piggyback registration rights with respect to the Company’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. Registration pursuant to this Section 4.2 shall not be deemed to be a demand registration as described in Section 4.1 above. The Company’s obligations under this Section 4.2 shall not apply to the Acquired Shares after the earlier of (a) five years from the date of this Agreement, (b) the date that the Acquired Shares have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as the Warrant Acquired Shares including, without limitation, as a result are eligible for immediate resale pursuant to Rule 144 and MSN is no longer an affiliate of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethe Company at that time.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used in connection with such registration may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 14 days prior to the filing of such Registration Statement) to the Purchaser Investors (which notice shall describe in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the other holders proposed date of Registrable Securities filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and, if applicable, a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such Registration Statement)) of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 Investors within 5 7 days after the Company's ’s notice has been given to each such holder Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce discretion. In such event, the amount Company shall so notify each Investor that had notified the Company in accordance with this Section 3(a) of its intention to participate in such offering. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement. (b) If a Piggyback Registration is initiated as an underwritten primary offering on behalf of the Company, and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion, the number of shares of Common Stock proposed to be included in any such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will be obligated to include in such registration only that number of shares of Common Stock which, in the judgment of the managing underwriter, would not adversely affect the price per share of the Common Stock to be sold in such offering. In the case of any such reduction in the number of shares of Common Stock proposed to be included in any such registration, the shares of Common Stock to be included in such registration shall be allocated as follows: (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion, the number of shares of Common Stock proposed to be included in any such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will be obligated to include in such registration only that number of shares of Common Stock which, in the judgment of the managing underwriter, would not adversely affect the price per share of the Common Stock to be sold in such offering. In the case of any such reduction in the number of shares of Common Stock proposed to be included in any such registration, the shares of Common Stock to be included in such registration shall be allocated as follows: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as-converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a result underwritten primary offering on behalf of rulesthe Company, regulations, positions the Company shall select the investment banking firm or releases issued firms to act as the managing underwriter or actions taken by underwriters in connection with such offering. (e) Each Investor shall have the SEC right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement or prospectus supplement pursuant to this Section 3 by giving written notice to the Company of its authority request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, such offering and (zii) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch withdrawal shall be irrevocable.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of shares of Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0S-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given no later than 10 days two Business Days prior to the filing of such Registration Statement) date (the “Piggyback Notice”), to the Purchaser and Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the other holders opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.06(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within 5 days one Business Day after the Company's notice has been given to each such holder date of the Piggyback Notice. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at Statement beyond the earlier of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the Holders of all of the Registrable Securities included in such registration statement. (b) If any time of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.06 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of Common Stock included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its sole discretion and/or reduce or their good faith opinion the amount number of shares securities exceeds the number of securities that can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company, (ii) second, the securities proposed to be sold by stockholders of the Company other than the Holders to the extent such stockholders of the Company had, prior to the date hereof, a contractual right to initiate such offering; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken offering by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, such Holders; and (ziv) fourth, any capital stock other securities of the Company issued or issuable with respect that have been requested to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisebe included in such offering.

Piggyback Registration. (a) Until If the earlier Company, at any time when a Shelf Registration Statement covering all outstanding shares of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingCommon Stock is not effective, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act by registration on any forms (other than a registration effected solely to implement an employee benefit plan Form S-4 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 or any successor form thereto or another form not available for registering the Securities for sale to the publicsimilar form(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company it shall give prompt written notice (in any event no later than 10 days prior to all of the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect do so and of such Holders’ rights under this Section 4, which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request of any Holder receiving notice of such proposed registration (each, a “Piggyback Requesting Holder”) made within 20 days after the receipt of any such notice (or 10 days if the Company states in such written notice or gives telephonic notice to the Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration andwill be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder and the minimum offering price per share at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 6(b7(b) and Section 6(c)hereof, shall include in such effect the registration under the Securities Act of all Registrable Securities with respect to Common Stock which the Company has received written requests for inclusion been so requested to register by the Piggyback Requesting Holders thereof; provided that, (A) prior to the effective date of the registration statement filed in connection with such registration or, in the case of a Shelf Registration Statement, prior to the delivery of a preliminary prospectus related to such offering, and, in any event, promptly following receipt of notification by the Company from the holders of Registrable Securities within 5 days after the Company's notice has been given to each such holder . The Company may postpone or withdraw the filing or the effectiveness managing underwriter (if an underwritten offering) of a Piggyback Registration range of prices at any time in its sole discretion and/or reduce the amount of shares which such securities are likely to be sold, the Company shall so advise each Piggyback Requesting Holder of such price, and if such price is below the minimum price which shall be acceptable to such Piggyback Requesting Holder, such Piggyback Requesting Holder shall then have the right irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within five (5) Business Days of its being advised of such price, without prejudice to the rights of any such Piggyback Requesting Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 4 or to cause such registration to be effected as a result registration under Section 3(a) hereof, as the case may be; (B) if at any time after giving written notice of rulesits intention to register the offer for sale of any securities and prior to the effective date of the registration statement filed in connection with such registration or, regulationsin the case of a Shelf Registration Statement, positions prior to the consummation of such offering, the Company shall determine for any reason not to register or releases issued to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Holder and (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Piggyback Requesting Holder to include Registrable Common Stock in any future registration (or actions taken by the SEC registrations) pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 64 or, if applicable, to cause such registration to be effected as a registration under Section 3(a) hereof, as the term “Registrable Securities” means (x) the Shares, (y) the Warrant Sharescase may be, and (zii) in the case of a determination to delay registering, shall be permitted to delay registering any capital stock of Registrable Common Stock, for the same period as the delay in registering such other securities; and (C) if such registration was initiated by the Company issued or issuable with respect for its own account and involves an underwritten offering, each Piggyback Requesting Holder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Shares Company, and the underwriters of each such underwritten offering shall be a nationally recognized underwriter (or underwriters) selected by the Warrant Shares including, without limitation, as a result Company in its sole discretion. No registration effected under this Section 4 shall relieve the Company of its obligation to effect any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseregistration upon request under Section 3(a) hereof and no registration effected pursuant to this Section 4 shall be deemed to have been effected pursuant to Section 3(a) hereof.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0S‑4, X-0 Form S‑8 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than 10 days five (5) Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Purchasers on behalf of the other holders 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 shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within 5 days five (5) Business Days after the Company's notice has been given date of the Piggyback Notice but in any event not later than one (1) Business Day prior to each such holder the filing date of a Piggyback Registration Statement. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce Statement beyond the amount earlier of shares to be (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration as a result statement. (b) If any of rules, regulations, positions or releases issued or actions taken by the SEC securities to be registered pursuant to its authority with respect the registration giving rise to Rule 415, promulgated by the SEC rights under the Securities Act. For purposes of this Section 61.8 are to be sold in an underwritten offering, the term “Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities” means (x) Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the Sharessame terms and subject to the same conditions as any other shares of capital stock, (y) the Warrant Sharesif any, and (z) any capital stock of the Company issued included in the offering. Notwithstanding the foregoing, if the managing underwriter or issuable with respect underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the securities of selling shareholders that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the Shares total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company)) or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall the Warrant Shares including, without limitation, as a result amount of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesecurities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering by selling shareholders.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock 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 Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing or offering, which notice shall be given, to the extent reasonably practicable, no later than 10 days five (5) Business Days prior to the filing of such Registration Statementor launch date (the “Piggyback Notice”) to each of the Purchaser and Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the other holders opportunity to include (or cause to be included) in such registration statement or offering the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each a “Piggyback Request”) promptly following delivery of the holders Piggyback Notice but in any event no later than one (1) Business Day prior to the filing date of Registrable Securities within 5 days after the Company's notice has been given to each such holder a Piggyback Registration Statement. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration statement. (b) If any time of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its sole discretion and/or reduce or their good faith opinion the amount number of shares securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities then-owned by such Holders; (iii) third, any other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the earlier of the (a) effectiveness of the registration statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Actthis Section 1.8. For purposes the avoidance of this doubt, a piggyback sale shall not count against the limitations in Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.6(a).

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a Registration Statement on Form X-0S-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public; (iii) any offering of securities for the Company’s own account from a shelf registration statement on Form S-3 that has already been declared effective by the Commission (except for an underwritten shelf takedown where the contemplated plan of distribution includes a substantial marketing effort by the Company and the underwriters, or (iv) any offering of securities for the Company’s own account pursuant to an “at-the-market” offering program or “ATM”)), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities Warrant Shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 twenty (20) days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holder of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities Warrant Shares with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Holder within 5 ten days after the Company's ’s notice has been given to each such holder . The Company may postpone or withdraw the filing or the effectiveness of Holder. (b) If a Piggyback Registration at any time is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Holder (if the Holder has elected to include Warrant Shares in such Piggyback Registration) in writing that in its sole discretion and/or reduce opinion the amount number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration as a result would adversely affect the price per share of rulesthe Common Stock to be sold in such offering, regulationsthe Company shall include in such registration (A) first, positions or releases issued or actions taken the number of shares of Common Stock that the Company proposes to sell; (B) second, the number of shares of Common Stock requested to be included therein by the SEC pursuant Holder; and (C) third, the number of shares of Common Stock requested to its authority with respect to Rule 415, promulgated be included therein by holders of Common Stock (other than Warrant Shares held by the SEC under the Securities Act. For purposes Holder). (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the one or more holders of Common Stock other than Warrant Shares, and (z) the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any capital stock such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company issued or issuable with respect shall, subject to the Shares or proviso below, include in such registration (i) first, the Warrant Shares including, without limitationnumber of shares of Common Stock requested to be included therein by the Holder (on a fully diluted, as converted basis); and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a result primary underwritten offering on behalf of any stock splitthe Company, stock dividend, recapitalization, exchange the Company shall select the investment banking firm or similar event firms to act as the managing underwriter or otherwiseunderwriters in connection with such offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes or is required to register any shares of its Common Stock file a registration statement under the Securities Act (other than a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether Common Stock for its own account (other than (i) a registration statement filed pursuant to Section 5.1, (ii) a registration statement filed pursuant to Section 5.2, (iii) a registration statement on Form S-4 or S-8 or any successors thereto, (iv) a registration statement covering securities convertible into or exercisable or exchangeable for Common Stock (other than Registrable Securities) or (v) a registration statement covering an offering of securities solely to the account Company’s existing stockholders or otherwise in connection with any offer to exchange securities), then the Company shall give prompt written notice of one or more stockholders such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities (for purposes of this Section 5.3, “Registrable Securities” shall be deemed to mean solely securities of the Company and the form of Registration Statement same type as those proposed to be used offered by the Company for its own account) as they may be used for any registration of Securities request (a “Piggyback Registration”). Subject to Section 5.3(b), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 days after the Company's notice has been given to each such holder the Holder. The Company may postpone Holder shall be permitted to withdraw all or withdraw part of the filing or the effectiveness of Registrable Securities from a Piggyback Registration at any time up to the pricing date. (b) If any of the shares of Common Stock to be registered pursuant to the registration giving rise to the Holder’s rights under this Section 5.3 are to be sold in its sole discretion and/or reduce an underwritten public offering, the amount of shares Holder shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any other Registrable Securities, if any, of the Company included therein; provided, that if such offering is subject to a result Share Limitation, then there shall be included in such offering: (i) first, the number or dollar amount of rulessecurities the Company proposes to sell and (ii) second, regulations, positions the number or releases issued or actions taken dollar amount of Registrable Securities requested to be included in such registration by the SEC Holder (and any Other Securities requested to be included therein by the holders thereof) that in the opinion of the underwriter selected by the Company can be sold without adversely affecting the price, timing, distribution or marketability of such offering, and such number or dollar amount of securities shall be allocated for inclusion pro rata among the holders of all such securities (including the Registrable Securities of the Holder) on the basis of the number of such securities of the Company owned by each such holder. (c) The Company may select the lead underwriter and co-manager or co-managers to administer any offering of Registrable Securities pursuant to its authority a Piggyback Registration; provided, however, that if the Holder’s Registrable Securities that are expected to be included in any such offering constitute, in the Company’s reasonable judgment, at least 25% of the shares of Common Stock expected to be Transferred in such offering, the Holder shall have the right to appoint one co-manager (reasonably acceptable to the Company) for such offering, who shall participate in such offering on the same terms as the co-managers appointed by the Company. In connection with any underwritten public offering pursuant to a Piggyback Registration, the Holder agrees to enter into a customary underwriting agreement with the Company and the underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Holder and the underwriters (it being understood that the Holder shall not be required to make any representations and warranties other than with respect to Rule 415itself, promulgated its ownership of the Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such Piggyback Registration, and any such indemnity shall be limited in amount to the net proceeds of such Piggyback Registration actually received by the SEC under Holder). (d) In the Securities Act. For purposes event that the Company gives the Holder notice of its intention to effect an offering pursuant to a Piggyback Registration and subsequently declines to proceed with such offering, the Holder shall have no rights in connection with such offering; provided, however, that at the request of the Holder, the Company shall proceed with such offering, subject to the other terms of this Section 6Agreement, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares Registrable Securities, which registration shall be deemed to be a Demand Registration for all purposes hereunder. The Holder shall participate in any offering of Registrable Securities pursuant to a Piggyback Registration in accordance with the same plan of distribution for such Piggyback Registration as the Company or the Warrant Shares including, without limitationholder or holders of Common Stock that proposed such Piggyback Registration, as the case may be. (e) No registration of Registrable Securities effected pursuant to a result request under this Section 5.3 shall be deemed to have been effected pursuant to Section 5.1 and Section 5.2 or shall relieve the Company of any stock split, stock dividend, recapitalization, exchange its obligations under Section 5.1 or similar event or otherwiseSection 5.2.

Piggyback Registration. 3.1 Subsequent to the Merger but prior to the two year anniversary of the Effective Date, each time Vapor proposes for any reason to register any of its common stock under the Securities Act of 1933 (a“Securities Act”) Until in connection with the earlier proposed offer and sale of its common stock for money, either for its own account or on behalf of any other security holder (i) the date as a “Proposed Registration”), other than pursuant to a registration statement on Form S-4 or S-8, Vapor shall promptly give written notice of which such Proposed Registration to the Purchaser may sell all and shall offer the Purchaser the right to request inclusion of shares of common stock underlying or issued upon exercise of the Note (the “Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictionsSecurities”) and without in the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Proposed Registration. The Purchaser shall have sold all 10 days from the receipt of such notice to deliver to Vapor a written request specifying the number of Registrable Securities the Purchaser intends to sell in the Proposed Registration and the Purchaser’s intended method of disposition. 3.2 In the event that the Proposed Registration by Vapor is, in whole or in part, an underwritten public offering, Vapor shall so advise the Purchaser as part of the written notice given pursuant to Section 3.1, and any request under Section 3.1 must specify that the Purchaser’s Registrable Securities owned by Purchaser (be included in the “Registration Period”), whenever underwriting on the Company proposes to register any same terms and conditions as the shares of its Common Stock common stock, if any, otherwise being sold through underwriters under such registration. 3.3 Upon receipt of a written request pursuant to Section 3.1, Vapor shall promptly use commercially reasonable efforts to cause all such Registrable Securities held by the Purchaser to be registered under the Securities Act (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the Proposed Registration. 3.4 In the event that the offering is to be an underwritten offering, if the Purchaser proposes to distribute its Registrable Securities through such underwritten offering, then the Purchaser agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by Vapor. Notwithstanding the foregoing, if in its good faith judgment, Purchaser or managing underwriter determines and advises in writing that the inclusion of the Registrable Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of common stock proposed to be included therein by holders other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 the Purchaser would interfere with the successful marketing of such securities, then the number of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Purchaser’s Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares Shares to be included in such registration underwritten public offering shall be reduced as a result of rules, regulations, positions or releases issued or actions taken determined by Vapor and the SEC pursuant managing underwriter. 3.5 Vapor’s obligations under Section 3 are subject to its authority with respect the Purchaser promptly supplying to Rule 415, promulgated by Vapor the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable necessary information with respect to the Shares or the Warrant Shares includingPurchaser, without limitation, as a result its beneficial ownership of any Vapor common stock split, stock dividend, recapitalization, exchange or similar event or otherwiseand its proposed plan of distribution.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock securities under the Securities Act (other than pursuant to a registration effected solely pursuant to implement an employee benefit plan Section 2.2 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement registration on Form X-0, X-0 S-4 or S-8 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company similar forms) and the registration form of Registration Statement to be used may be used for any the registration of Securities (a “Piggyback Registration”)Registrable Securities, whether or not for sale for its own account, the Company shall will give prompt written notice (but in any no event no later less than 10 30 days prior before the anticipated filing date) to the filing all Holders (other than Holders all of such whose Registrable Securities are then covered by an effective Registration Statement) ), and such notice shall describe the proposed registration and distribution and offer to all such Holders the Purchaser and opportunity to register the other holders number of Registrable Securities of its intention to effect as each such a registration and, subject to Section 6(b) and Section 6(c), shall Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 days after the Holders’ receipt of the Company's ’s notice has been given (a “Piggyback Registration”). (b) The Company shall use its reasonable best efforts to each cause the managing underwriter or underwriters of a proposed underwritten offering involving a Piggyback Registration to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such holder Registrable Securities in accordance with the intended method of distribution thereof. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.3 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.3(e) hereof), the Company shall not be required to reimburse such Holder for the fees and expenses referred to in Section 2.7 hereof incurred by such Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and Holders requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in its sole discretion and/or reduce such registration only the amount of shares securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, and (ii) second, Registrable Securities and securities which have been requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC Persons entitled to exercise “piggy-back” registration rights pursuant to its authority with respect contractual commitments of the Company (pro rata based on the amount of securities sought to Rule 415, promulgated be registered by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, Holders and such other Persons); and (y) in cases not initially involving the Warrant Sharesregistration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and such other Persons), and (ziii) any capital stock of third, the securities which the Company issued or issuable with respect proposes to the Shares or the Warrant Shares including, without limitationregister. (e) If, as a result of the proration provisions of this Section 2.3, any stock splitHolder shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Holder has requested to be included, stock dividend, recapitalization, exchange or similar event or otherwisesuch holder may elect to withdraw his request to include Registrable Securities in such registration. (f) The right of the Holders to register Registrable Securities pursuant to this Section 2.3 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement.

Piggyback Registration. (a) Until Without prejudice to the earlier rights of (i) the date as of which the Purchaser may sell Parent under Section 4(o), if at any time when any Registrable Securities are outstanding, there is not an effective Registration Statement covering all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock under equity securities, whether or not the Securities Act (other than sale for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least fifteen (15) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Parent of its intention to effect such a registration and(which notice shall state the intended method of disposition of such Registrable Securities, subject the number of securities proposed to Section 6(bbe registered, the proposed managing underwriter(s) (if any, and if known) and Section 6(ca good faith estimate by the Company of the proposed minimum offering price of such equity securities), shall include . The Company will effect the registration under the Securities Act of all Registrable Securities that Parent requests be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. Parent shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least five (5) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by Parent in such registration under this Section 3. There shall be no limit to the number of Piggyback Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number that can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of Parent to the extent that Parent has requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares3, and (ziii) third, any capital stock other securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. Parent may not participate in any underwritten registration under this Section 3 unless Parent (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents required, in customary form, under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register offer or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration effected (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to implement an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan or a transaction arrangement), (ii) pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) business days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the filing offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the effectiveness 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities that the Company proposes to sell; (ii) second, the shares of Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall, subject to the Shares, (y) the Warrant Shares, and (z) any capital stock prior written consent of the Company issued holders of a majority of the Registrable Securities included in such Piggyback Registration or issuable Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever 2.1 Each time the Company proposes shall determine to register any shares proceed with the actual preparation and filing of its Common Stock a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement on Form X-0, Xxxx X-0 or any successor other limited purpose form thereto or another form not available for registering the Securities for sale and expressly excluding a post-effective amendment to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”statement), the Company shall will give prompt written notice (in any event no later than 10 days prior of its determination to the filing of such Registration Statement) to the Purchaser and the other all record holders of Registrable Securities. Upon the written request of a record holder of any Registrable Securities given within 30 days after the date of its intention to effect any such a registration andnotice from the Company, subject to Section 6(b) and Section 6(c)the Company will, shall include in such registration except as herein provided, cause all Registrable Securities with respect to the registration of which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 its sole discretion and/or reduce the amount of shares is requested to be included in such registration as a result of rulesstatement, regulations, positions all to the extent requisite to permit the sale or releases issued or actions taken other disposition by the SEC prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. 2.2 If any registration pursuant to its authority with respect Section 2.1 is underwritten in whole or in part, the Company may require that the Registrable Securities included in the registration be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of the Public Offering, the inclusion of all of the Registrable Securities originally covered by requests for registration would reduce the number of shares to Rule 415, promulgated be offered by the SEC under Company or interfere with the Securities Act. For purposes successful marketing of this Section 6the shares offered by the Company, the term “number of Registrable Securities” means (x) Securities to be included in the SharesPublic Offering may be reduced pro rata, (y) among the Warrant Sharesrequesting holders thereof in proportion to the number of Registrable Securities included in their respective requests for registration. The Registrable Securities which are thus excluded from the underwritten Public Offering shall be withheld from the market by the holders thereof for a period which the managing underwriter reasonably determines is necessary in order to effect the Public Offering. If the managing underwriter of an public offering of Common Shares requests that Registrable Securities be excluded from such offering, and (z) any capital stock of the Company issued or issuable with respect shall not be required to the Shares or the Warrant Shares including, without limitation, as a result of include any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseRegistrable Securities in such registration statement.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes shall at any time propose to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected excluding an offering relating solely to implement an employee benefit plan or plan, an offering relating to a transaction to which Rule 145 of on Form S-4 or Form S-8), the Company shall promptly notify any Holders with Transfer Restricted Securities Act is applicable, or not already registered under a Registration Statement on Form X-0, X-0 or of such proposal reasonably in advance of (and in any successor form thereto or another form not available for registering event at least five (5) Business Days before) the Securities for sale to the public), whether for its own account or for the account of one or more stockholders filing of the Company and relevant registration statement, as applicable (the form “Piggyback Notice”). The Piggyback Notice shall offer such Holders the opportunity to include in such registration the number of Transfer Restricted Securities not already registered under a Registration Statement to be used as they may be used for any registration of Securities request (a “Piggyback Registration”), the . The Company shall give prompt written notice (in any event no later than 10 days prior use commercially reasonable efforts to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in each such registration all Registrable Piggyback Registration such Transfer Restricted Securities with respect to for which the Company has received written requests within three (3) Business Days after sending the Piggyback Notice (“Piggyback Request”) for inclusion from therein. If a Holder decides not to include all of its Transfer Restricted Securities in any Piggyback Registration, such Holder shall nevertheless continue to have the holders right to include any Transfer Restricted Securities not already registered under a Registration Statement in any subsequent registration statement as may be filed by the Company with respect to offerings of Registrable Securities within 5 days after Common Stock, all upon the Company's notice has been given to each such holder terms and conditions set forth herein. The Holders’ right to Piggyback Registrations shall not encompass a right to participate in an underwritten offering initiated by the Company may postpone or by another Person; provided, that if the Company initiates an underwritten offering of Common Stock on behalf of another Person, the Company will use its commercially reasonable efforts to provide Holders of Transfer Restricted Securities an opportunity to participate in such offering subject to customary underwriters’ cutback provisions giving priority to the inclusion of the stock of such other Person and other customary terms. (b) The Company shall have the right to terminate or withdraw the filing or the effectiveness of a Piggyback Registration any registration initiated by it under this Section 8.03 at any time in its sole discretion and/or reduce the amount of shares whether or not any Holder has elected to be included include Transfer Restricted Securities in such Piggyback Registration. The registration as a result expenses of rules, regulations, positions or releases issued or actions taken such withdrawn registration shall be borne by the SEC pursuant to its authority Company in accordance with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise8.06.

Piggyback Registration. (a) Until If at any time or times after the earlier date hereof while any Registrable Securities are outstanding the Company proposes to register under the Securities Act any shares of Common Stock (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a securities or rights offering exclusively to the date as Company's securityholders, (iv) a registration in connection with an offering solely to employees of which the Purchaser may sell Company or its affiliates, (v) a registration relating to a transaction pursuant to Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), then the Company will give written notice of such proposed registration to the Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of some or all of the Registrable Securities owned held by Purchaser such Holder (which request will specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company will (subject to the provisions of paragraphs (b) and (c) of this Section 3) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 3 at any time prior to the time it becomes effective, provided that the Company will give prompt notice of such withdrawal to the Holders which requested to be included in such Registration Statement. (b) In connection with any Underwritten Offering under this Section 3, the Company will not be required to include a Holder's Registrable Securities in such Underwritten Offering unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the managing underwriter(s) of an Underwritten Offering under this Section 3 advises the Company that the number of securities to be sold in such Underwritten Offering, including by Persons other than the Company (including the Holders) (collectively, the "Selling Stockholders"), is greater than the number which can be offered without restriction pursuant to Rule 144 (adversely impacting such Underwritten Offering, including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (price range or Rule 144(i)(2)probability of success of such Underwritten Offering, if applicable) or (ii) then the date on Company will include in such Underwritten Offering the number of securities which the Purchaser shall have sold managing underwriter(s) advises the Company may be included in such Underwritten Offering without such adverse impact in the following priority: (i) if such registration as initially proposed by the Company was solely a primary registration of its securities, (A) first, all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever securities the Company proposes to register any shares sell, (B) second, Registrable Securities proposed to be sold by the Holders and (C) third, securities proposed to be sold by all Selling Stockholders other than the Holders, allocated among such Selling Stockholders in accordance with the priorities then existing among the Company and such Selling Stockholders. (ii) if such registration as initially proposed by the Company was in whole or in part requested by holders of its Common Stock under securities of the Securities Act Company (other than a Holders) pursuant to demand registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of rights, (A) first, such securities held by the Securities Act is holders initiating such registration and, if applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering securities proposed by the Securities for sale Company to the public), whether be sold for its own account or for account, allocated in accordance with the account of one or more stockholders of priorities then existing among the Company and the form of Registration Statement to be used may be used for such holders, (B) second, any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant SharesHolders, and (zC) third, any capital stock other securities of the Company issued or issuable proposed to be included in such registration, allocated among the holders thereof in accordance with respect the priorities then existing among the Company and such holders. (d) Each Holder hereby agrees that such Holder may not participate in any Underwritten Offering unless such Holder (a) agrees to sell such Holder's Registrable Securities on the Shares or basis provided in the Warrant Shares includingunderwriting arrangements applicable to such Underwritten Offering and (b) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents reasonably required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethe underwriting arrangements for such Underwritten Offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock, Series A Preferred Stock, Non-Voting Common Stock under or Other Securities, whether or not the Securities Act (other than sale for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 6(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 6(c), shall include request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (ziii) third, any capital stock other securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. No Holder may participate in any underwritten registration under this Section 3 unless such Holder (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) If the date as Company shall determine to register the offer or sale of which any of its capital stock either (x) for its own account, (y) for the Purchaser may sell all account of the Registrable Securities owned by Purchaser without restriction Requesting Holder(s) listed in Section 2(a) pursuant to Rule 144 (includingthe terms thereof, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iiz) for the date on which the Purchaser shall have sold all account of the Registrable Securities owned by Purchaser Other Stockholders (the “Registration Period”)other than (A) a registration relating solely to Qualifying Employee Stock, whenever the Company proposes (B) a registration relating solely to register any shares of its Common Stock a Rule 145 transaction under the Securities Act or otherwise made in connection with mergers, acquisitions, exchange offers, subscription offers or dividend reinvestment plans or (other than C) a registration effected solely on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to implement an employee benefit plan be included in a registration statement) (each such registration not withdrawn or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale abandoned prior to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall give prompt written notice will, subject to the conditions set forth in this Section 2(b): (1) promptly, but in any event no later not less than 10 15 days prior to filing the filing applicable Registration Statements, give to each of the Holders a written notice thereof; and (2) subject to Section 2(b)(ii) below and any transfer restrictions any Holder may be a party to, include in such Piggyback Registration Statement(and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders. Such written request must specify the specific amount of the Holders’ Registrable Securities for which inclusion is requested and the intended method of disposition thereof and shall be received by the Company within 15 days after written notice from the Company is given under Section 2(b)(i)(1) above. In the event that any Holder makes such written request, the Holder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Purchaser Company and the other holders managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of Demand Registrations to which the Holders are entitled under Section 2(a)(iv). In the event any Holder requests inclusion in a Piggyback Registration pursuant to this Section 2(b) in connection with a distribution of Registrable Securities of to its intention to effect such a registration andpartners or members, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce shall provide for the amount of shares to be included in resale by such registration as a result of rulespartners or members, regulations, positions or releases issued or actions taken if requested by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch Holder.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant If at any time, and from time to Rule 144 (includingtime, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares conduct an underwritten offering of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one owners of Common Stock (including any Holders or more stockholders Other Holders of Common Stock) entitled to participate in such offering, then the Company shall give written notice (the “Piggyback Notice”) of such underwritten offering to the Holders at least ten Business Days prior to the earlier of the Company and date of filing of the form registration statement or the date of Registration Statement filing of the preliminary prospectus supplement for such underwritten offering. Such Piggyback Notice shall include the number of shares of Common Stock to be used offered, the proposed date of such underwritten offering, any proposed means of distribution of such shares of Common Stock, any proposed managing underwriter of such shares of Common Stock and a good faith estimate by the Company of the proposed maximum offering price of such shares of Common Stock (as such price would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to sell such amount of Registrable Securities as such Holders may be used for any registration of Securities request on the same terms and conditions as the Company or such Other Holders (a “Piggyback RegistrationOffering”). Subject to Section 2.04(b), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall will include in such registration each Piggyback Offering all Registrable Securities with respect to for which the Company has received written requests for inclusion from within five Business Days after the date the Piggyback Notice is given; provided, however, that in the case of a “takedown” of Common Stock registered under a shelf registration statement previously filed by the Company, such Registrable Securities are covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. Except as provided in Section 2.17, the Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2.04(a). (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Selling Holders that have requested Registrable Securities within 5 days after to be included in the Company's notice has been given Piggyback Offering to each include all such holder . The Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company may postpone or withdraw the filing or the effectiveness Other Holders. Notwithstanding the foregoing, if the managing underwriter or underwriters of a Piggyback Registration at any time such underwritten offering advises the Company and the Selling Holders in writing that, in its sole discretion and/or reduce view, the total amount of shares of Common Stock that the Company, such Selling Holders and any Other Holders propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (i) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (A) first, all shares of Common Stock to be offered by the Company; (B) second, the shares of Common Stock requested to be included in such registration as a result Piggyback Offering by each of rulesthe Holders, regulations, positions or releases issued or actions taken pro rata among the Holders based on the number of shares of Common Stock requested to be included by the SEC Holders; and (C) third, the shares of Common Stock requested to be included in such Piggyback Offering by each of the Other Holders, pro rata among the Other Holders based on the number of shares of Common Stock requested to be included by the Other Holders; or (ii) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.registration rights agreement,

Piggyback Registration. (a) Until 3.1. If at any time after the third anniversary of the Closing Date, or after such earlier of (i) the date as the Holder shall be entitled to transfer shares of which Class B Stock pursuant to the Purchaser may sell all provisions of Section 9.1.2 of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingInvestment Agreement, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares (including for this purpose a registration effected by the Company for shareholders of its Common Stock the Company other than the Holder) securities under the Securities Act (other than a registration effected in connection with the public offering solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement for cash on Form X-0S-1, X-0 xx S-3 (or any replacement or successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”forms), the Company shall promptly give prompt the Holder written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to registration (a "Piggyback Registration"). Upon the Purchaser and written request of the other holders Holder given within 20 days following the date of Registrable Securities of its intention to effect such a registration andnotice, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares shall cause to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant statement and use its reasonable efforts to its authority with respect to Rule 415, promulgated by the SEC be registered under the Securities ActAct all the Registrable Securities that the Holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to any registration statement covering an underwritten offering of convertible debt securities. For purposes of The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 63 without any obligation or liability to the Holder. 3.2. If the Underwriters' Representative or Agent shall advise the Company in writing (with a copy to the Holder) that, in its opinion, the term “amount of Registrable Securities” means (x) Securities requested to be included in such registration would materially adversely affect such offering, or the Sharestiming thereof, (y) then the Warrant SharesCompany will include in such registration, to the extent of the amount and (z) class which the Company is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to be sold by the Company for its own account; and second, the Registrable Securities requested to be included in such registration by the Holder pursuant to this Section 3 and third, any capital stock other securities being registered other than on behalf of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseHolder. 3.3. The Holder shall be entitled to have its Registrable Securities included in up to five (5) Piggyback Registrations pursuant to this Section 3.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes or is required to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether equity securities for its own account or for the account of one any other stockholder under the Securities Act (other than pursuant to (i) a Shelf Underwriting (which shall be governed by Section 2.1 hereof) or more stockholders of the Company and the form of Registration Statement to be used may be used for (ii) registrations on Form S-4 or Form S-8 or any registration of Securities (a “Piggyback Registration”similar successor forms thereto), the Company shall give prompt written notice of its intention to do so to the Holders, at least five (in any event no later than 10 days 5) Business Days prior to the filing of any Registration Statement under the Securities Act. Upon the written request of the Holders (a “Piggyback Request”), made within three (3) Business Days following the receipt of any such Registration Statement) to written notice (which request shall specify the Purchaser and the other holders maximum number of Registrable Securities intended to be disposed of its intention to effect such a registration andby the Holders and the intended method of distribution thereof), the Company shall, subject to Section 6(b) and Section 6(c2.2(c), shall include 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in such registration all accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with respect the SEC a post-effective amendment or a supplement to the Registration Statement filed by the Company or the Prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company has received written requests for inclusion from the holders is obligated to effect. No registration of Registrable Securities within 5 days after effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (b) The Company's notice has been given , subject to each such holder . The Sections 2.3 and 2.6, may elect to include in any Registration Statement and offering pursuant to Demand Registration rights by any Holders, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company may postpone as treasury shares and (ii) with the prior written consent, which shall not be unreasonably withheld or withdraw delayed, of the filing or Holders in the effectiveness case of a Piggyback Registration at registration pursuant to Section 2.1, any time in its sole discretion and/or reduce the amount other shares of shares Common Stock which are requested to be included in such registration as a result pursuant to the exercise of rules, regulations, positions or releases issued or actions taken piggyback registration rights granted by the SEC pursuant to its authority Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, that with respect to Rule 415any underwritten offering, promulgated such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the SEC Holders. (c) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of the Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities Act. For purposes for the same period as the delay in registering such other equity securities. (d) The Holders shall have the right to withdraw their request for inclusion of their Registrable Securities in any Registration Statement pursuant to this Section 62.2 by giving written notice to the Company of its request to withdraw; provided, that such request must be made in writing prior to the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock earlier of the Company issued execution of the underwriting agreement or issuable the execution of the custody agreement with respect to such registration. (e) Notwithstanding anything contained herein to the Shares contrary, the Company shall, at the request of the Holders, file any Prospectus supplement or post-effective amendments, or include in the Warrant Shares includinginitial Registration Statement any disclosure or language, without limitation, as a result of or include in any stock split, stock dividend, recapitalization, exchange Prospectus supplement or similar event post-effective amendment any disclosure or otherwiselanguage reasonably deemed necessary or advisable by the Holders.

Piggyback Registration. (a) Until At any time after the earlier of one (i1) the date as of which the Purchaser may sell all year anniversary of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 Closing Date (including, without limitation, volume restrictions) and without as defined in the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2Purchase Agreement), if applicable(and on each occasion that) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock securities under the Securities Act (other than a registration effected solely pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or Section 4.1) for the account of one or more stockholders any of its security holders and such registration permits the inclusion of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities (each such registration not withdrawn or abandoned prior to the effective date thereof being herein referred to as a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of such proposal promptly, but in no event later than ten (10) Business Days prior to the anticipated filing date. (b) Subject to the provisions contained in paragraphs (a) and (c) of this Section 4.2 and in the last sentence of this paragraph (b), the Company will be obligated and required to include in each Piggyback Registration such Registrable Securities as requested in a written notice from any event Holder delivered to the Company no later than 10 days prior to five (5) Business Days following delivery of the filing of such Registration Statement) to notice from the Purchaser and the other holders Company specified in Section 4.2(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion their shares from the holders of Registrable Securities within 5 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 any Piggyback Registration at any time on or before the fifth business day prior to the planned effective date of such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s) establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such registration. (c) If a Piggyback Registration is an Underwritten Offering on behalf of a holder of Company securities other than Holders, and the managing underwriter(s) advise the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities proposed to be included in such registration as a result exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of rules, regulations, positions or releases issued or actions taken securities requested to be included therein by the SEC pursuant holder(s) originally requesting such registration, (ii) second, the number of securities requested to its authority be included therein by all Holders who have requested registration of Registrable Securities in accordance with respect Section 4.2(a), pro rata on the basis of the aggregate number of Registrable Securities requested to Rule 415be included by each such Holder and (iii) third, promulgated any other securities that have been requested to be so included by any other person. (d) In any Piggyback Registration that is an Underwritten Offering, the SEC under Company shall have the Securities Act. For purposes right to select the managing underwriter(s) for such registration. (e) The Company shall not grant to any Person the right to request the Company to register any shares of Company securities in a Piggyback Registration unless such rights are consistent with the provisions of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise4.2.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock under the Securities Act (by registration on any forms other than a registration effected solely to implement an employee benefit plan Form S-4 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 (or any successor form thereto or another form not available for registering the Securities similar form(s)), for sale to the public), whether for its own account or for the account of one or more stockholders of the Company account, and the form of Registration Statement a registration statement filed pursuant to be used may be used for any registration of Securities (a “Piggyback Registration”)Section 2 hereof has not been declared effective, the Company it shall give prompt written notice to all of the Holders of its intention to do so and of such Holders’ rights (if any) under this Section 3, which notice, in any event no later than 10 event, shall be given at least 30 days prior to the filing effectiveness of such Registration Statementproposed registration. Upon the written request of any Holder receiving notice of such proposed registration that is a Holder of Registrable Common Stock (a “Piggyback Requesting Holder”) made within 15 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic notice to the Purchaser relevant securityholders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned effectiveness date), which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder and the other holders minimum offering price per share at which the Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 6(a) hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by the Piggyback Requesting Holders thereof; provided that, (A) prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the managing underwriter (if an underwritten offering pursuant to Section 6) of the price at which such securities are to be sold, the Company shall so advise each Piggyback Requesting Holder of such price, and if such price is below the minimum price which any Piggyback Requesting Holder shall have indicated to be acceptable to such Piggyback Requesting Holder, such Piggyback Requesting Holder shall then have the right irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within five Business Days of its being advised of such price, without prejudice to the rights of any Holder(s) of Registrable Securities Common Stock to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause a registration to be effected under Section 2(a) hereof, as the case may be; (B) if at any time after giving written notice of its intention to effect register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Holder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares to be included in such registration effected under Section 2(a) hereof, as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Sharescase may be, and (zii) in the case of a determination to delay registering, shall be permitted to delay registering any capital stock Registrable Common Stock, for the same period as the delay in registering such other securities; and (C) if such registration involves an underwritten offering, each Piggyback Requesting Holder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Company, and the underwriters of each such piggyback underwritten offering shall be a nationally recognized underwriter (or underwriters) selected by the Company. No registration effected under this Section 3 shall relieve the Company issued or issuable with respect of its obligation to the Shares or the Warrant Shares including, without limitation, as a result of effect any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseregistration upon request under Section 2(a) hereof and no registration effected pursuant to this Section 3 shall be deemed to have been effected pursuant to Section 2(a) hereof.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any units or shares of its Common Stock Equity under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto Rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 20 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 10 days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the amount offer and sale of Registrable Securities 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of units or shares of Common Equity proposed to be included in such registration or takedown, including all Registrable Securities and all other units or shares of Common Equity proposed to be included in such underwritten offering, exceeds the number of units or shares of Common Equity which can be sold in such offering and/or that the number of units or shares of Common Equity proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Equity to be sold in such offering, the Company shall include in such registration or takedown (i) first, the units or shares of Common Equity that the Company proposes to sell; (ii) second, the units or shares of Common Equity requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the units or shares of Common Equity requested to be included therein by holders of Common Equity other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Equity other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of units or shares of Common Equity proposed to be included in such registration or takedown, including all Registrable Securities and all other units or shares of Common Equity proposed to be included in such underwritten offering, exceeds the number of units or shares of Common Equity which can be sold in such offering and/or that the number of units or shares of Common Equity proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Equity to be sold in such offering, the Company shall include in such registration or takedown (i) first, the units or shares of Common Equity requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of units or shares of Common Equity other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the units or shares of Common Equity requested to be included therein by other holders of Common Equity, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Xxxxx Xxxxxxxx is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall select the Shares, (y) investment banking firm or firms to act as the Warrant Shares, and (z) any capital stock of the Company issued managing underwriter or issuable underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than 10 days five (5) Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and on behalf of the other holders 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 shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within 5 days five (5) Business Days after the Company's notice has been given date of the Piggyback Notice but in any event not later than one (1) Business Day prior to each such holder the filing date of a Piggyback Registration Statement. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration statement. (b) If any time of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company that in its sole discretion and/or reduce or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the number of securities requested to be included therein by the holder(s) originally requesting such registration, in any, (ii) second, the securities proposed to be sold by the Company for its own account; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; and (iv) fourth, any other securities of the Company that have been requested to be included in such offering, but in no event shall the amount of shares securities of the selling Holders included in the offering be reduced below fifty percent (50%) of the total amount of securities included in such offering by selling shareholders; provided that Holders may, prior to the earlier of the (a) effectiveness of the registration statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.8.

Piggyback Registration. (a) Until the earlier of (i) 2.1 If at any time from and after the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includinghereof, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes shall determine to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicablesecurities, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities whether for sale to the public), whether for its own account or for the account of one any other Person, other than registration statements relating to (i) employee, consultant or more stockholders director compensation or incentive arrangements, including employee benefit plans, or other registrations on Form S-8 or any successor form, or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Investor written notice thereof and include in such registration statement (a "Piggyback Registration Statement") and in any underwriting involved therein, all Registrable Securities specified (the "Piggyback Registrable Securities") in a written request made by Investor (a "Piggyback Request") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. 2.2 If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall so advise Investor as a part of the written notice given pursuant to Section 2.1. In such event, the right of Investor to registration pursuant to this Section 2 (or to participate in an underwritten take down in the case of an unallocated or universal shelf registration) shall be conditioned upon the agreement of Investor to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the extent provided herein. Investor shall (together with the Company and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by the Company. If Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement, and the Company shall not be obligated to otherwise register such Piggyback Registrable Securities. 2.3 Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten, in the event that such registration is on behalf of the Company, the Company shall include in the registration (i) first, the securities that the Company proposes to sell, (ii) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of the Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration Statement and others exercising these rights, on the basis of the number of the Piggyback Registrable Securities requested to be included by holders of such Piggyback Registrable Securities, and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Investor included in the underwriting on behalf of the Company (together with any other securities of the Investor being included in the underwriting pursuant to other agreements with the Company) be reduced below thirty-three percent (33%) of the total amount of securities included in such offering. 2.4 Except to the extent specifically provided in this Section 2 hereof, the procedures to be followed by the Company and the Investor, and the respective rights and obligations of the Company and the form Investor, with respect to the distribution of any Piggyback Registrable Securities by Investor pursuant to any Piggyback Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), filed by the Company shall give prompt written notice (be as set forth in the Piggyback Underwriting Agreement, or any event no later than 10 days prior to other agreement or agreements governing the filing distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement) to . 2.5 Notwithstanding the Purchaser and the foregoing, however, nothing in this Section 2, or any other holders provision of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c)this Agreement, shall include in such registration all Registrable Securities with respect be construed to which limit the Company has received written requests for inclusion from the holders absolute right of Registrable Securities within 5 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 , for any time reason and in its sole discretion and/or reduce (i) to delay, suspend or terminate the amount of shares to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result filing of any stock split, stock dividend, recapitalization, exchange Piggyback Registration Statement; (ii) to delay the effectiveness of any Piggyback Registration Statement; or similar event or otherwise(iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration. (a) Until If, after the earlier date hereof, the Company proposes to file a registration statement under the Securities Act providing for a public offering of the Company’s securities, other than the Shelf Registration Statement, any shelf registration statement under the Prior Registration Rights Agreements or the Shareholders Agreement or a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Company will notify each Holder of the proposed filing if clause (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable following sentence applies, or only those affected Holders if clause (iii) of the following sentence applies. If (i) the Piggyback Registration Statement relates to an Underwritten Registration, (ii) the Shelf Registration Statement is not then effective or (iii) there are outstanding Transfer Restricted Securities owned by Purchaser not included in an effective Shelf Registration Statement or Subsequent Shelf Registration Statement, then each Holder in the case of clause (the “Registration Period”i) and (ii), whenever and each such affected Holder in the case of clause (iii), shall be given an opportunity to include in such Piggyback Registration Statement all or any part of such Holder’s Transfer Restricted Securities. Each such Holder desiring to include in any such Piggyback Registration Statement all or part of such Holder’s Transfer Restricted Securities shall, within ten (10) days after delivery of the above-described notice by the Company, so notify the Company proposes in writing, and in such notice shall inform the Company of the number of Transfer Restricted Securities such Holder wishes to register any shares include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Transfer Restricted Securities and the intended method of its Common Stock disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Transfer Restricted Securities. Any election by any Holder to include any Transfer Restricted Securities in such Piggyback Registration Statement will not affect the inclusion of such Transfer Restricted Securities in the Shelf Registration Statement or Subsequent Shelf Registration Statement until such Transfer Restricted Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company may remove from the Shelf Registration Statement or Subsequent Shelf Registration Statement the Transfer Restricted Securities sold pursuant to the Piggyback Registration Statement. Subject to paragraph (g) below, a Holder’s right to include Transfer Restricted Securities in the Piggyback Registration Statement shall be subject to any superior rights contained in the Prior Registration Rights Agreements or the Shareholders Agreement. (b) At any time, the Company may terminate or withdraw any Piggyback Registration Statement referred to in this Section 3, and without any obligation to any such Holder whether or not any Holder has elected to include Transfer Restricted Securities in such registration. The Company may suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time whether or not any Holder has elected to include Transfer Restricted Securities in such registration. (c) The Company shall advise the Holders of the Managing Underwriters participating in any Underwritten Registration proposed under the Piggyback Registration Statement. The right of any such Holder’s Transfer Restricted Securities to be included in any such Piggyback Registration Statement pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such Underwritten Registration and the inclusion of such Holder’s Transfer Restricted Securities in the Underwritten Registration to the extent provided herein. All Holders proposing to distribute their Transfer Restricted Securities through such Underwritten Registration shall enter into an underwriting agreement in customary form with the Managing Underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Piggyback Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or regarding, or agreements with, the Company or the Underwriters other than representations, warranties or agreements that are customary and reasonably requested by the Underwriters, provided, that such representations and warranties shall not relate to Company or its business or operations. Notwithstanding any other provision of this Agreement, if the Managing Underwriters determine in good faith that marketing factors require a limitation on the number of securities to be included, then the Managing Underwriters may exclude securities (including Transfer Restricted Securities) from the Piggyback Registration Statement and the Underwritten Registration, and any securities included in the Piggyback Registration Statement and the Underwritten Registration shall be allocated: first, to the Company (if the registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement is filed on behalf of the Securities Act is applicableCompany for an offering of newly issued shares by the Company); and second, or a Registration Statement on Form X-0to each of the Prior Holders requesting inclusion of their securities in such registration statement, X-0 or any successor form thereto or another form not available for registering the Securities for sale but only to the public)extent such Prior Holders are entitled to priority over Holders of Transferred Restricted Securities under the Prior Registration Rights Agreements and the Shareholders Agreement; and third, whether for its own account or for each of the account Holders requesting inclusion of one or more stockholders their Transfer Restricted Securities in such Piggyback Registration Statement, on a pro rata basis based on the total number of such securities requested to be included. If any Holder disapproves of the terms of any Underwritten Registration, such Holder may elect to withdraw therefrom by written notice to the Company and the form of Registration Statement to be used may be used for any registration of Securities Managing Underwriters, delivered at least five (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days 5) Business Days prior to the filing effective date of such the Piggyback Registration Statement. Any Transfer Restricted Securities excluded or withdrawn from such Underwritten Registration shall be excluded and withdrawn from the Piggyback Registration Statement. (d) By electing to include Transfer Restricted Securities in the Purchaser and Piggyback Registration Statement, if any, the other holders of Registrable Securities of its intention Holder shall be deemed to have agreed not to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities with respect to which any sale or distribution of securities of the Company has received written requests for inclusion from of the holders same or similar class or classes of Registrable Securities within 5 days after the Company's notice has been given to each such holder . The Company may postpone or withdraw securities included in the filing or the effectiveness of a Piggyback Registration at Statement or any time in its sole discretion and/or reduce the amount of shares to be included in securities convertible into or exchangeable or exercisable for such registration as securities, including a result of rules, regulations, positions or releases issued or actions taken by the SEC sale pursuant to its authority with respect to Rule 415, promulgated by the SEC 144 under the Securities Act. For purposes , during such periods as reasonably requested (but in no event for a period longer than sixty (60) days following the effective date of this Section 6the Piggyback Registration Statement, provided each of the term “Registrable Securities” means executive officers and directors of the Company that hold shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the Underwriters, if an Underwritten Registration. (xe) Upon any underwritten offering consummated pursuant to an Underwritten Registration, Holders that sell Transfer Restricted Securities pursuant to such Underwritten Registration will not be able to sell any remaining Transfer Restricted Securities not included in such Underwritten Registration for a period reasonably requested by the SharesUnderwriters not to exceed ninety (90) days following the effective date of such Underwritten Registration, provided that if (yi) each of the Warrant Sharesexecutive officers and directors of the Company that hold shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company, and (zii) each of AREP or any capital stock holder of more than 5% of the outstanding shares of Common Stock of the Company issued that are selling in the offering are subject to a shorter or issuable with respect no restrictive period or exceptions from such restrictive period, the Holders of Transfer Restricted Securities shall be subject to such shorter or no restrictive period and be entitled to any such exception for the entire time. (f) The Company’s obligation to file the Shelf Registration Statement shall not be affected by the filing or effectiveness of the Piggyback Registration Statement. (g) Notwithstanding anything to the Shares contrary in this Section 3, in the event that a Holder’s right to include Transfer Restricted Securities in a Piggyback Registration Statement are inferior to the rights held by Prior Holders pursuant to the Prior Registration Rights Agreements or the Warrant Shares includingShareholders Agreement, including without limitationlimitation by way of not being permitted to include Transfer Restricted Securities in connection with any such Piggyback Registration Statement, as a result of any stock splitthe Company hereby agrees to use its commercially reasonable efforts to obtain the required consents from Prior Holders in order to obtain rights for such Holder that are pari passu with the Prior Holders, stock dividend, recapitalization, exchange or similar event or otherwiseincluding without limitation the right to include Transfer Restricted Securities in such Piggyback Registration Statement.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register offer or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) business days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the filing offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the effectiveness 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities that the Company proposes to sell; (ii) second, the shares of Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall, subject to the Shares, (y) the Warrant Shares, and (z) any capital stock prior written consent of the Company issued holders of a majority of the Registrable Securities included in such Piggyback Registration or issuable Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a1) Until If, at any time within the earlier of (i) period commencing on the date as of which first anniversary and expiring on the Purchaser may sell all fifth anniversary of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingEffective Date, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock should file a registration statement with the Commission under the Securities Act (other than in connection with a registration effected solely merger or other business combination transaction or pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall S-8) it will give prompt written notice at least thirty (in any event no later than 10 30) calendar days prior to the filing of each such Registration Statement) registration statement to the Purchaser Underwriters and to all other Holders of the other holders of Registrable Underwriters' Warrants and/or the Underwriters' Securities of its intention to effect do so. If either of the Underwriters or other Holders of the Underwriters' Warrants and/or the Underwriters' Securities notify the Company within twenty (20) calendar days after receipt of any such a notice of its or their desire to include any Underwriters' Securities in such proposed registration andstatement, subject the Company shall afford the Underwriters and such Holders of the Underwriters' Warrants and/or Underwriters' Securities the opportunity to have any such Underwriters' Securities registered under such registration statement. Notwithstanding the provisions of this Section 6(b7(c)(1) and the provisions of Section 6(c7(d), the Company shall include in have the right at any time after it shall have given written notice pursuant to this Section 7(c)(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 all Registrable Securities with respect statement, or to withdraw the same after the filing but prior to the effective date thereof. (2) If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company has received written requests for inclusion from will, within nine (9) months of completion of such subsequent underwriting, file at the holders expense of Registrable Securities within 5 days after the Company's notice has been given , a registration statement so as to each permit a public offering and sale, for a period of nine (9) months, of such holder . The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at excluded Underwriters' Securities, which shall be in addition to any time in its sole discretion and/or reduce the amount of shares registration statement required to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC filed pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise7(b).

Piggyback Registration. (a) Until If the earlier Company at any time following the Closing Date proposes to file a registration statement or conduct a securities offering, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for the primary sale of (i) the date as of which the Purchaser may sell all any equity securities of the Registrable Securities owned by Purchaser without restriction pursuant Company (except with respect to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statements on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall it will give prompt written notice (in any event no later than 10 days prior thereof to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Shareholder of its intention to effect do so (such a registration notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Primary Registration Statement). The Shareholder, to the extent it still holds any Registrable Securities, shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if it wishes to participate in the offering contemplated by the Primary Registration Statement and, subject to Section 6(b) and Section 6(c)if so, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders number of Registrable Securities within 5 days after the Company's notice has been given it wishes to each such holder offer and sell. The Company may postpone or withdraw will use its commercially reasonable efforts to cause the filing or Registrable Securities as to which inclusion shall have been so requested to be included in the effectiveness Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of a Piggyback distribution requested by it; provided that, if the Primary Registration at any time Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and/or reduce and (ii) the amount Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of shares the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, in addition to the securities of the Company included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Agreement, the number of Registrable Securities requested to be included by the Shareholder, and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Registrable Securities of the Shareholder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities, including Registrable Securities, requested to be included in such registration as by such Persons. The Company may withdraw a result of rules, regulations, positions or releases issued or actions taken Primary Registration Statement prior to its being declared effective without incurring any liability to the Shareholder and shall not be required to keep a Primary Registration Statement effective for longer than the period contemplated by the SEC pursuant intended manner of distribution for the securities of the Company to its authority be sold by the Company as described in the Prospectus included in the Primary Registration Statement. The Shareholder may, at least two (2) Business Days prior to the effective date of a Primary Registration Statement or the filing of any prospectus supplement with respect to Rule 415any particular underwritten offering, promulgated by as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the SEC Company or requirement to reimburse for any out-of-pocket expenses of the Company. No registration of Registrable Securities pursuant to this Section 2.2 shall relieve the Company of its obligations to effect registrations pursuant to Section 2.1. (b) If the Company at any time following the Closing Date proposes to file a registration statement or conduct an offering of any of its securities off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Secondary Registration Statement”) for the secondary sale of its equity securities under the Securities Act. For purposes Act on behalf of this Section 6one or more holders of equity securities of the Company other than the Shareholder (the “Requesting Third Party Shareholders”), the term “Company will give prompt written notice to the Shareholder of its intention to do so (such notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Secondary Registration Statement). The Shareholder, to the extent it still holds Registrable Securities” means , shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if it wants to participate in the offering contemplated by the Secondary Registration Statement and, if so, the number of Registrable Securities it wishes to offer and sell. The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Secondary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Secondary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Secondary Registration Statement relates to a Public Offering, then (i) the Requesting Third Party Shareholders (or the Company) shall be entitled to select the underwriters and (ii) the Shareholder must sell all Registrable Securities included on the Secondary Registration Statement in such Public Offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Requesting Third Party Shareholders. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities to be included in such Public Offering will be based on the following priority: (x) first, the Sharesnumber of the securities of the Company that the Requesting Third Party Shareholders seek to include, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities may be sold); (y) second, in addition to the Warrant Sharessecurities included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Agreement, the number of Registrable Securities requested to be included by or on behalf of the Shareholder, and (zB) any capital stock after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company issued requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold); (z) third, in addition to the securities included pursuant to the preceding clauses (x) and (y), the number of securities sought to be included by other Persons permitted to participate in such underwritten offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities (including Registrable Securities) requested to be included in such registration by such Persons. Requesting Third Party Shareholders or issuable the Company may withdraw a Secondary Registration Statement prior to its being declared effective without incurring any liability to the Shareholder, and the Company shall not be required to keep a Secondary Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the sale of the securities by the Requesting Third Party Shareholders as described in the Prospectus included in the Secondary Registration Statement. The Shareholder may, at least two (2) Business Days prior to the effective date of a Secondary Registration Statement or the filing of any prospectus supplement with respect to the Shares or the Warrant Shares includingany particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without limitation, as a result any liability to the Company or any other Person or requirement to reimburse for any out-of-pocket expenses of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethe Company.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)Company, the Company shall give prompt written notice (in any event no later than 10 thirty (30) days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 6(b4(b) and Section 6(c4(c), shall include in such registration all Registrable Securities with respect requested to which be included by the Company has received written requests for inclusion from the holders of Registrable Securities Investor within 5 fifteen (15) days after the Company's ’s notice has (a “Piggyback Registration”). The Investor may withdraw all or any part of its Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, no registration of Registrable Securities effected pursuant to a request under this Section 4 shall be deemed to have been given effected pursuant to each such holder Section 3 of this Agreement or shall relieve the Company of its obligations under Section 3. The Company may postpone or withdraw for up to one-hundred twenty (120) days the filing or the effectiveness of a Piggyback Registration at if the Company in good faith determines that such Piggyback Registration would reasonably be expected to have a material adverse effect on any time proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Investor (if the Investor has elected to include Registrable Securities in such Piggyback Registration) in writing that in its sole discretion and/or reduce opinion the amount number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the marketability of such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (iii) third, the number of shares of Common Stock requested to be included therein by the Investor; and (iv) fourth, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than the Investors and the Jefferies Investors and the Management Investors), allocated among such holders in such manner as they may agree. (c) If any Piggyback Registration is initiated as a result primary underwritten offering on behalf of rulesthe Company, regulationsthe Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (d) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than the Investor, positions or releases issued or actions taken and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the marketability of such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (ii) second, the number of shares of Common Stock requested to be included therein by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Investor; and (iii) third, the term “Registrable Securities” means number of shares of Common Stock requested to be included therein by holders of Common Stock (x) other than the Shares, Investors and the Jefferies Investors and the Management Investors (y) the Warrant Shares, and (z) any capital stock as defined in Section 13 of the Company issued or issuable with respect to the Shares or the Warrant Shares includingAgreement)), without limitation, allocated among such holders in such manner as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethey may agree.

Piggyback Registration. (a) Until If the earlier Company intends to file a Registration Statement covering a primary or secondary offering of any of its Common Stock, Series B Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), (ii) a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering registration in which the Securities for sale to the publiconly Capital Stock being registered is Capital Stock issuable upon conversion of debt securities that are also being registered (each of clause (i), whether for its own account or for the account of one or more stockholders of the Company (ii), (iii) and the form of Registration Statement to be used may be used for any registration of Securities (a iv), an “Piggyback Exempted Registration”), the Company shall give prompt written notice will promptly (and in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration andregistration. The Company will, subject to Section 6(b) and Section 6(c3(b), shall include effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: first, positions or releases issued or actions taken by the SEC Common Stock and other securities the Company proposes to sell, second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (z) third, any capital stock other securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. No Holder may participate in any underwritten registration under this Section 3 unless such Xxxxxx agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents reasonably required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)Company, then the Company shall promptly give prompt to each Holder written notice thereof (the “Registration Rights Notice”) (and in any no event no later shall such notice be given less than 10 thirty (30) calendar days prior to the filing of such Registration Statement) to the Purchaser registration statement), and the other holders of Registrable Securities of its intention to effect such a registration andshall, subject to Section 6(b) and Section 6(c3(d), 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 5 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 as a Piggyback Registration at all of the Registrable Shares (including any time Registrable Shares that are removed from the Long-Form Registration as a result of a requirement by the Staff) specified in a written request delivered by the Holder thereof within twenty (20) calendar days after delivery to the Holder of such written notice from the Company. However, the Company may, without the consent of such Holders, withdraw such registration statement prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Holders of Registrable Shares and any Other Holders in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Shares and all other shares of Common Stock proposed to be included in such underwritten offering (including shares offered by Other Holders), exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell for its own account; and (ii) second, the shares of Common Stock requested to be included therein by both the Holders of Registrable Shares and Other Holders, allocated pro rata among all Holders of Registrable Shares and Other Holders on the basis of the number of Registrable Shares and the number of shares of Common Stock owned by each such Holder or in such manner as they may otherwise agree; provided, that in any event, as between the Holders of Registrable Shares and the Other Holders, the Holders of Registrable Shares shall be entitled to register the offer and sale or distribute at least 45% of the shares of Common Stock to be included in any such registration or takedown. No Registrable Shares or shares of Common Stock owned by Other Holders that are excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Shares therefrom by delivering a result of ruleswritten notice to the Company and the underwriter. The Registrable Shares so withdrawn from such underwriting shall also be withdrawn from such registration; provided, regulationshowever, positions or releases issued or actions taken that, if by the SEC withdrawal of such Registrable Shares, a greater number of Registrable Shares held by other Holders of Registrable Shares may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Shares in the registration the right to include additional Registrable Shares pursuant to its authority with respect the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation. Except as set forth on Exhibit 1 annexed hereto, as at the date of this Agreement there are no Other Holders entitled to Rule 415registration rights, promulgated and the granting of any further registration rights by the SEC under Company to any Other Holders shall be subject to the Securities Act. For purposes provisions of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock 3.2 of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseStockholders Agreement.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company or any Holder proposes to register any shares conduct a registered offering of its Common Stock under the Securities Act equity securities (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of its stockholders) other than an Excluded Registration, then the Company shall give written notice of such proposed filing to all of the Company Piggyback-Eligible Holders at such time as soon as reasonably practicable but not less than ten business days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods of distribution and the form name of Registration Statement the proposed managing Underwriters, if any, in such offering, and (B) offer to be used all of the Piggyback-Eligible Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback-Eligible Holders may be used for any registration request in writing within five business days after receipt of Securities such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2.7, the Company shall give prompt written notice (shall, in any event no later than 10 days prior to the filing of good faith, cause such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares to be included in such registration as a result Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of rules, regulations, positions or releases issued or actions taken such Piggyback Registration to permit the Registrable Securities requested by the SEC Piggyback-Eligible Holders pursuant to its authority this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with respect the intended methods of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to Rule 415, promulgated by such Holder’s agreement to enter into an underwriting agreement in customary form with the SEC under the Securities ActUnderwriters selected for such Underwritten Offering. For purposes of this clarity, any Piggyback Registration effected pursuant to Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, 2.2 hereof shall not be counted as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisedemand for an Underwritten Shelf Takedown.

Piggyback Registration. (a) Until Subject to the earlier terms and conditions of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)this Agreement, if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever at any time the Company proposes to register any shares of its Common Stock files a registration statement under the Securities Act or files a prospectus supplement or post effective amendment to a previously filed registration statement under the Securities Act in order to effect a “take down” with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, pursuant to Section 2 hereof, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (x) on Form X-0, Xxxx X-0 or any successor form thereto forms or another form not available (y) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall use commercially reasonable efforts to give written notice of such filing to each Investor at least five (5) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the Investors shall be responsible for registering breaches of confidentiality by their respective Affiliates and representatives. The Piggyback Notice shall offer each Investor the Securities for sale opportunity to include in such registration statement, subject to the public)terms and conditions of this Agreement, whether for its own account or for the account number of one or more stockholders of the Company and the form of Registration Statement to be used Registrable Securities as such Investor may be used for any registration of Securities reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than 10 days prior use its commercially reasonable efforts to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from any Investor written requests for inclusion from therein within ten (10) Business Days following receipt of any Piggyback Notice by such Investor, which request shall specify the holders maximum number of Registrable Securities within 5 days after intended to be disposed of by such Investor and the Company's notice has been given intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to each such holder . The the contrary, the Company may postpone not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless each Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. Each Investor shall be permitted to withdraw the filing all or the effectiveness part of such Investor’s Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration covering such Investor’s Registrable Securities. No Piggyback Registration shall count towards the number of demand registrations each Investor is entitled to make in its sole any period or in total pursuant to Section 2. (b) If any Other Securities are to be sold in an underwritten offering, (1) subject to Section 2(b), the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and/or reduce the amount of shares and (2) each Investor shall be permitted to include all Registrable Securities requested to be included in such registration in such underwritten offering on the same terms and conditions as a result of rules, regulations, positions or releases issued or actions taken such Other Securities proposed by the SEC Company or any third party to be included in such offering. If any offering pursuant to its authority Section 2 or any offering of Other Securities involves an underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with respect all Other Securities that the Company and any other Persons (including the Investors) having rights to Rule 415participate in such registration (including pursuant to Section 3(a)) intend to include in such offering (an “Underwriter Cutback”), promulgated by exceeds the SEC under total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities Act. For purposes to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of this Section 6Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, the term “and such number of Registrable Securities” means Securities and Other Securities shall be allocated for inclusion as follows: (x) to the Sharesextent such public offering is the result of a registration initiated by the Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities owned by any Investor requested to be included in such registration by such Investor plus all Other Securities of any holders thereof (other than the Company and such Investor) requesting inclusion in such registration, pro rata, based on the aggregate number of Registrable Securities beneficially owned by each such holder, (y) to the Warrant Sharesextent such public offering is the result of a demand registration by any Investor pursuant to Section 2, (i) first, the number of Registrable Securities requested to be included, pro rata, based on the aggregate number of Registrable Securities beneficially owned by each Investor participating in such offering; and (ii) second, all Other Securities being sold by the Company or any other Persons (other than any Investor), or (z) to the extent such public offering is the result of a registration by any capital stock of Persons (other than the Company issued or issuable with respect any Investor) exercising a contractual right to demand registration, (i) first, all Other Securities owned by such Persons exercising the Shares or the Warrant Shares includingcontractual right; (ii) second, without limitationall Registrable Securities requested to be included in such registration by any Investor, as a result plus all Other Securities of any stock splitholders thereof (other than the Company, stock dividendsuch Investor and the Persons exercising the contractual right) requesting inclusion in such registration, recapitalizationpro rata, exchange or similar event or otherwisebased on the aggregate number of Registrable Securities beneficially owned by each such holder; and (iii) third, all Other Securities being sold by the Company.

Piggyback Registration. (a) Until From and after the earlier of (i) the date as of which the Purchaser may sell all second anniversary of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”)Closing Date, whenever the Company proposes to register any shares of its Common Stock securities substantially similar to the Transfer Restricted Securities under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 or any successor form thereto or another form not available for registering the Securities for sale to the publicforms), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement registration statement to be used may be used for any the registration of Transfer Restricted Securities (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall will give prompt written notice (in any event no later than 10 days prior to the filing all Holders of such Registration Statement) to the Purchaser and the other holders of Registrable Transfer Restricted Securities of its the intention to effect such a registration andand will include in such registration, subject to Section 6(bSections 4(c) and Section 6(c)4(d) below, shall include in such registration all Registrable Transfer Restricted Securities with respect to which the Company has received written requests for inclusion from therein. Such requests for inclusion shall be in writing and delivered to the holders of Registrable Securities Company within 5 15 days after the Company's Holders' receipt of such notice has been given and shall specify the number of Transfer Restricted Securities intended to each such holder be disposed of and the intended method of distribution thereof. Any Holder of Transfer Restricted Securities shall have the right to withdraw its request for inclusion of its Transfer Restricted Securities in any registration statement pursuant to this Section 4(a) by giving written notice to the Company of its request to withdraw. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time prior to the time it becomes effective. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4(a). In such event the right of any Holder to registration pursuant to Section 4(a) shall be conditioned upon such Holder's participation in its sole discretion and/or reduce such underwriting and the amount inclusion of shares Transfer Restricted Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. (c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration as a result of rulesexceeds the number which can be sold in such offering, regulationsthe Company will include in such registration (i) first, positions or releases issued or actions taken the securities the Company proposes to sell, (ii) second, the securities proposed to be included in such registration by the SEC pursuant holders (including Holders of Transfer Restricted Securities) of the same securities proposed to its authority with respect to Rule 415, promulgated be sold by the SEC under the Securities Act. For purposes of this Section 6Company and (iii) third, the term “Registrable securities proposed to be included in such registration by the holders (including Holders of Transfer Restricted Securities” means ) of substantially the same securities proposed to be sold by the Company, in each of clauses (xii) and (iii) pro rata among such holders exercising their respective piggyback registration rights thereof based upon the Shares, total number of securities which such holders beneficially own. (yd) If a Piggyback Registration is an underwritten secondary registration on behalf of holders (other than the Warrant SharesHolders of the Transfer Restricted Securities) of the Company's securities, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (zi) any capital stock FIRST, the securities which such initiating holders propose to sell; (ii) SECOND, the securities the Company proposed to be included in such registration; (iii) THIRD, the securities proposed to be included in such registration by the holders (including Holders of Transfer Restricted Securities) of the Company issued or issuable with respect same securities proposed to be sold by such initiating holders and (iv) FOURTH, the Shares or securities proposed to be included in such registration by the Warrant Shares includingholders (including Holders of Transfer Restricted Securities) of substantially the same securities proposed to be sold by such initiating holders, without limitation, as a result in each of clauses (iii) and (iv) pro rata among any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch holders exercising their respective piggyback registration rights thereof based upon the total number of securities which such holders beneficially own.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Class A Common Stock under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), but in any event no earlier than November 1, 2022, the Company shall give prompt written notice (in any event no later than 10 fifteen (15) days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 five (5) days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the filing offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the effectiveness 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration at or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any time holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its sole discretion and/or reduce reasonable and good faith opinion the amount number of shares of Class A Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Class A Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Class A Common Stock which can be sold in such offering and/or that the number of shares of Class A Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, (A) then in the case of the Public Offering, the Company shall include in such registration or takedown (i) first, the shares of Class A Common Stock that the Company proposes to sell; (ii) second, to Keystone and its Affiliates who hold Registrable Securities in an amount up to $15 million (or such lesser amount as Keystone or its Affiliates elect to sell and based on the number of shares to be sold multiplied by the price to the public in the offering), to the FPC Unitholders and their Affiliates who hold Registrable Securities in an amount equal to 44.67% of the amount to be sold by Keystone and its Affiliates pursuant to this clause (ii), to the TB Unitholders and their Affiliates who hold Registrable Securities in an amount up to $15 million (or such lesser amount as the TB Unitholders or its Affiliates elect to sell and based on the number of shares to be sold multiplied by the price to the public in the offering), and to the EC Unitholders and their Affiliates who hold Registrable Securities in an amount equal to 44.67% of the amount to be sold by Keystone and its Affiliates pursuant to this clause (ii) (provided, that if the number of Registrable Securities available to be included pursuant to this clause (ii) is less than $43.4 million, then Keystone will be allocated 34.56% of such available shares, the FP Unitholders will be allocated 15.44% of such available shares, the TB Unitholders will be allocated 34.56% of such available shares and the EC Unitholders will be allocated 15.44% of such available shares), (iii) third, the shares of Class A Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree and giving effect to the amounts allocated to Keystone, the FPC Unitholders, the TB Unitholders and the EC Unitholders and their respective Affiliates in clause (ii); and (iv) fourth, the shares of Class A Common Stock requested to be included therein by holders of Class A Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree and (B) then in all other cases, the Company shall include in such registration or takedown (i) first, the shares of Class A Common Stock that the Company proposes to sell; (ii) second, the shares of Class A Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Class A Common Stock requested to be included therein by holders of Class A Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Class A Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Class A Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Class A Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Class A Common Stock which can be sold in such offering and/or that the number of shares of Class A Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Class A Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Class A Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Class A Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Class A Common Stock requested to be included therein by other holders of Class A Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities” means Securities proposing to distribute Registrable Securities through such underwritten offering shall (xtogether with the Company) enter into an underwriting agreement in customary form with the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued underwriter or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseunderwriters selected for such underwriting.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock, Series C Preferred Stock, Non-Voting Common Stock under or Other Securities, whether or not the Securities Act (other than sale for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 6(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 6(c), shall include request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and Other Securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (ziii) third, any capital stock Other Securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3; provided that such underwriter(s) shall be reasonably acceptable to the applicable Holder(s). No Holder may participate in any underwritten registration under this Section 3 unless such Holder (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents reasonably required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected solely Registration (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto rule thereto) or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration Registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(c), shall include in such registration Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 20 days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the amount Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration Registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such Registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such Registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such Registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such Registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such Registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such Registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a result primary underwritten offering on behalf of rulesthe Company, regulationsthe Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (e) Any holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) of his, positions her or releases issued or actions taken by its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch Piggyback Registration.

Piggyback Registration. (a) Until the earlier of (i) So long as a Holder has Registrable Securities, if the date as Company shall at any time propose to conduct a public offering of which Common Stock for cash (whether in connection with a public offering of Common Stock by the Purchaser may sell Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser offering (the “Registration PeriodPiggyback Notice”), whenever . The Piggyback Notice shall offer to each Holder holding at least $1.25 million of Registrable Securities based on the Company proposes VWAP of such Registrable Securities on the date of such Piggyback Notice the opportunity to register any shares of its Common Stock under the Securities Act (other than a include for registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a in such Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the number of Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used as they may be used for any registration of Securities request (a “Piggyback Registration”), the . The Company shall give prompt written notice (use commercially reasonable efforts to include in any event no later than 10 days prior to the filing of each such Piggyback Registration Statement) to the Purchaser and the other holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities with respect to for which the Company has received a written requests request from a Holder within three Business Days after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion from therein. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the holders Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and conditions set forth herein. (ii) If the Registration Statement under which the Company gives notice under this Section 2(b) is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter or managing underwriters of such offering advise the Company and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) If such registration statement is filed other than pursuant to a demand registration initiated by the Preferred Holders pursuant to the terms of the Preferred Registration Rights Agreement, (i) first, to the Company, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata among the Preferred Holders desiring to register Preferred Registrable Securities based on the number of Preferred Registrable Securities held by all such Preferred Holders, (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata among the Citrus Holders desiring to register Citrus Registrable Securities based on the number of Citrus Registrable Securities held by all such Citrus Holders, (iv) if there remains availability for additional shares of Common Stock to be included in such registration, fourth pro rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities within 5 days after held by all such Holders and (v) if there remains availability for additional shares of Common Stock to be included in such registration, fifth pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the Company's notice has been given to each number of shares of Common Stock such holder is entitled to include in such registration. (B) If such registration statement is filed pursuant to a demand registration initiated by the Preferred Holders pursuant to the terms of the Preferred Registration Rights Agreement, (i) first, to the Preferred Holders, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata to the Citrus Holders desiring to register Citrus Registrable Securities based on the number of Citrus Registrable Securities held by all such Citrus Holders, (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata to the Holders desiring to register Registrable Securities based on the number of Registrable Securities held by all such Holders, and (iv) if there remains availability for additional shares of Common Stock to be included in such registration, fourth pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Company may postpone shall have the right to terminate or withdraw the filing or the effectiveness of a Piggyback Registration any registration initiated by it under this Section 2(b) at any time in its sole discretion and/or reduce the amount of shares whether or not any Holder has elected to be included include Registrable Securities in such Registration Statement. Unless otherwise agreed to by a Holder with the Company, any Holder that has elected to include Registrable Securities in a Piggyback Registration shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal at or prior to the time of pricing of such offering. The registration as a result expenses of rules, regulations, positions or releases issued or actions taken such withdrawn registration shall be borne by the SEC pursuant to its authority Company in accordance with respect to Rule 415, promulgated by Section 4 hereof. (iv) The rights of the SEC Holders under the Securities Act. For purposes of this Section 6, 2(b) shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $1.25 million of Registrable Securities based on the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseCommon Stock Price.

Piggyback Registration. (a) Until the earlier of (i) If Prairie shall at any time propose to conduct, other than pursuant to any Demand Registration, a public offering of Common Stock for cash (whether in connection with a public offering of Common Stock by Prairie, a public offering of Common Stock by stockholders of Prairie other than any Holder, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), Prairie shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least two (2) Business Days prior for a block trade and five (5) Business Days prior for any other public offering) the date as of which the Purchaser may sell all commencement of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser offering (the “Registration PeriodPiggyback Notice”), whenever . The Piggyback Notice shall offer the Company proposes Holders the opportunity to register any shares include for registration in such Registration Statement the number of its Registrable Securities consisting of Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used as they may be used for any registration of Securities request (a “Piggyback Registration”). Prairie shall use reasonable best efforts to include in each such Piggyback Registration such Registrable Securities for which Prairie has received a written request from a Holder within three (3) Business Days (or one (1) Business Day for a block trade) after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by Prairie, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Prairie with respect to offerings of Common Stock, all upon the terms and conditions set forth herein. (ii) If the Registration Statement under which Prairie gives notice under this Section 2(c) is for an underwritten offering, Prairie shall so advise the Holders of Registrable Securities. In such event, the Company right of any such Holder to be included in a registration pursuant to this Section 2(c) shall give prompt written notice be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Prairie. If the managing underwriter or managing underwriters of such offering advise Prairie and the Holders in writing that in their reasonable opinion the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any event no later than 10 days prior material respect on the price, timing or distribution of Common Stock proposed to the filing of be included in such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration andoffering, subject to Section 6(b) and Section 6(c), Prairie shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, to Prairie and/or any holder exercising demand registration rights pursuant to which the offering is being proposed, (B) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata among all Holders desiring to register Registrable Securities and other holders of Common Stock exercising piggyback rights under other registration rights agreements with Prairie in effect and with respect to which shares of Common Stock held as of the Company has received written requests for inclusion from date of this Agreement, based on the holders number of Registrable Securities within 5 days after held by all such Holders and other holders of Common Stock, and (C) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the Company's notice has been given to each number of shares of Common Stock such holder is entitled to include in such registration. The Company If any Holder disapproves of the terms of any such underwriting, such Holder may postpone elect to withdraw therefrom by written notice to Prairie and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) Prairie shall have the right to terminate or withdraw the filing or the effectiveness of a Piggyback Registration any registration initiated by it under this Section 2(c) at any time in its sole discretion and/or reduce the amount of shares whether or not any Holder has elected to be included include Registrable Securities in such Registration Statement. The registration as a result expenses of rules, regulations, positions or releases issued or actions taken such withdrawn registration shall be borne by Prairie in accordance with Section 4. (iv) The rights of the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC Holders under the Securities Act. For purposes of this Section 6, 2(c) shall terminate if the term “number of Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock Securities outstanding is less than 2% of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result number of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseoutstanding shares of Common Stock.

Piggyback Registration. (a) Until If the earlier Company, at any time when a Shelf Registration Statement covering all outstanding shares of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingCommon Stock is not effective, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act by registration on any forms (other than a registration effected solely to implement an employee benefit plan Form S-4 or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 S-8 or any successor form thereto or another form not available for registering the Securities for sale to the publicsimilar form(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company it shall give prompt written notice (in any event no later than 10 days prior to all of the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect do so and of such Holders’ rights under this Section 3, which notice, in any event, shall be given at least 21 days prior to such proposed registration. Upon the written request of any Holder receiving notice of such proposed registration (each, a “Piggyback Requesting Holder”) made within 15 days after the receipt of any such notice (or 5 days if the Company states in such written notice or gives telephonic notice to the Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration andwill be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder and the minimum offering price per share at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 6(b) and Section 6(c)hereof, shall include in such effect the registration under the Securities Act of all Registrable Securities with respect to Common Stock which the Company has received written requests for inclusion been so requested to register by the Piggyback Requesting Holders thereof; provided that, (A) prior to the effective date of the registration statement filed in connection with such registration or, in the case of a Shelf Registration Statement, prior to the delivery of a preliminary prospectus related to such offering, and, in any event, promptly following receipt of notification by the Company from the holders of Registrable Securities within 5 days after the Company's notice has been given to each such holder . The Company may postpone or withdraw the filing or the effectiveness managing underwriter (if an underwritten offering) of a Piggyback Registration range of prices at any time in its sole discretion and/or reduce the amount of shares which such securities are likely to be sold, the Company shall so advise each Piggyback Requesting Holder of such price, and if such price is below the minimum price which shall be acceptable to such Piggyback Requesting Holder, such Piggyback Requesting Holder shall then have the right irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within three (3) Business Days of its being advised of such price, without prejudice to the rights of any such Piggyback Requesting Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a result registration under Section 2(a) or 2(i) hereof, as the case may be; (B) if at any time after giving written notice of rulesits intention to register the offer for sale of any securities and prior to the effective date of the registration statement filed in connection with such registration or, regulationsin the case of a Shelf Registration Statement, positions prior to the consummation of such offering, the Company shall determine for any reason not to register or releases issued to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Holder and (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Piggyback Requesting Holder to include Registrable Common Stock in any future registration (or actions taken by the SEC registrations) pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63 or, if applicable, to cause such registration to be effected as a registration under Section 2(a) or 2(i) hereof, as the term “Registrable Securities” means (x) the Shares, (y) the Warrant Sharescase may be, and (zii) in the case of a determination to delay registering, shall be permitted to delay registering any capital stock of Registrable Common Stock, for the same period as the delay in registering such other securities; and (C) if such registration was initiated by the Company issued or issuable with respect for its own account and involves an underwritten offering, each Piggyback Requesting Holder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Shares Company, and the underwriters of each such underwritten offering shall be a nationally recognized underwriter (or underwriters) selected by the Warrant Shares including, without limitation, as a result Company in its sole discretion. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any stock split, stock dividend, recapitalization, exchange registration upon request under Section 2(a) or similar event 2(i) hereof and no registration effected pursuant to this Section 3 shall be deemed to have been effected pursuant to Section 2(a) or otherwise2(i) hereof.

Piggyback Registration. With respect to Holder’s right to piggyback on a registration of the Company securities pursuant to Section 1.1, the parties agree as follows: (a) Until Pursuant to Section 1.1, the earlier of Company will (i) promptly give to the Holder written notice of any registration of the issuance or resale of Company securities pursuant to a registration statement filed with the SEC; and (ii) include in such registration (and related qualification under blue sky laws or other compliance), all the Securities specified in Holder’s written request or requests, mailed in accordance with Section 3.8 herein within 30 days after the date of such written notice from the Company. The Company shall use commercially reasonable efforts to have the registration statement declared effective as of which soon as practicable. In the Purchaser may sell event that the Company is unable to register for resale under Rule 415 all of the Registrable Securities owned by Purchaser without restriction on the registration statement that it has agreed to include pursuant to Section 1.1 due to limits imposed by the SEC’s interpretation of Rule 144 415, then the Company shall be obligated to include in such registration statement (includingas withdrawn and refiled if necessary to comply with Rule 415) only such limited portion of the Registrable Securities as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the holders of securities in such registration statement. The Company shall prepare, without limitationand, volume restrictions) and without as soon as practicable but in no event later than six months after the need for current public information previous effective date of the registration statement that required by the Company to reduce the number of Registrable Securities as a result of the SEC’s interpretation of Rule 144(c)(1) 415, file with the SEC an additional registration statement on Form S-1 (or Rule 144(i)(2)Form S-3, if applicable) or (ii) covering the date on which the Purchaser shall have sold resale of all of the Registrable Securities owned by Purchaser (not previously registered in a registration statement or a preceding additional registration statement as the “Registration Period”)case may be. To the extent the SEC does not permit the aforesaid Registrable Securities to be registered on an additional registration statement, whenever the Company proposes shall file additional registration statements successively trying to register any shares on each such additional registration statement the maximum number of its Common Stock under remaining Registrable Securities until the resale of the remaining Registrable Securities Act have been registered with the SEC. (other than b) The right of Holder to registration pursuant to a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 firm commitment public offering shall be conditioned upon Holder’s participation in such underwriting, and the inclusion of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering in the Securities for sale underwriting shall be limited to the public), whether for its own account or for the account of one or more stockholders of extent provided herein. The Holder and all other holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of Registration Statement this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be used underwritten, the managing underwriter may limit some or all of the Securities that may be used for any included in the registration and underwriting as follows: the number of Securities (a “Piggyback Registration”), that may be included in the registration and underwriting by the Holder shall be determined by multiplying the number of shares of Securities of all selling shareholders of the Company shall give prompt written notice (in any event no later than 10 days prior which the managing underwriter is willing to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable and underwriting, times a fraction, the numerator of which is the number of Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 its sole discretion and/or reduce the amount of shares requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken and underwriting by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant SharesHolder, and (z) any capital stock the denominator of which is the total number of Securities which all selling shareholders of the Company issued or issuable have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with respect the above provisions, the Company may round the number of shares allocable to any such person to the Shares or nearest 100 shares. If the Warrant Shares including, without limitation, as a result Holder disapproves of the terms of any stock splitsuch underwriting, stock dividendit may elect to withdraw therefrom by written notice to the Company and the managing underwriter, recapitalizationdelivered not less than seven days before the effective date. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, exchange and shall not be transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or similar event such other shorter period of time as the underwriters may require. (c) The Holder hereby acknowledges that this Agreement does not relate nor give Holder any rights to register his Shares on a registration statement filed with the SEC on Form S-8 or otherwiseForm S-4 (d) Notwithstanding the above, the Company is only required to register the resale of Additional Shares and Anti-Dilution Shares pursuant to this Agreement when and if such shares are issued.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant Except with respect to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)a Shelf Registration Statement, if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering the Securities for sale (ii) filed to the publiceffectuate an exchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than 10 days seven Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Holders. The Piggyback Notice shall offer such Holders the other holders opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each, a “Piggyback Request”) within five Business Days after the holders date of Registrable Securities within 5 the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the Company's notice has been given to each effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such holder registration statement. The Company may postpone or withdraw a Piggyback Registration Statement at any time prior to effectiveness of such Piggyback Registration Statement without incurring any liability to the filing Holders. (b) Subject to any applicable restrictions on transfer in the Stockholders Agreement, if any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such Underwritten Offering and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among such selling holders on the basis of the total amount of securities owned by each selling holder and its Affiliates (other than the Company); and (iii) third, any other securities of the Company that have been requested to be included in such offering, allocated pro rata among such holders on the basis of the percentage of securities of the Company then held by such holders; provided that Holders may, prior to the earlier of (a) the effectiveness of a Piggyback Registration the registration statement and (b) the time at any time in its sole discretion and/or reduce which the amount of shares offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.8.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes to register any shares of its Common Stock Shares under the Securities Act for sale for cash (other than a registration effected solely of Shares issuable pursuant to implement an employee benefit share option, share purchase or similar plan or pursuant to a merger, amalgamation, exchange offer or a transaction to which of the type specified in Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”Act), the Company shall shall, each such time, give prompt each Holder written notice of such proposed registration at least thirty (in any event no later than 10 30) days prior to the filing of such Registration Statement) a registration statement. At the written request of any Shareholder delivered to the Purchaser and Company within fifteen (15) business days after the other holders receipt of the notice from the Company (any such request stating the number of Registrable Securities of its intention that such holder wishes to effect such a sell or distribute publicly under the registration andstatement proposed to be filed by the Company), the Company shall, subject to Section 6(b) and Section 6(c)the provisions of Clause 2.5, shall include in such registration use its best efforts to cause to be registered all of the Registrable Securities that each such holder has requested to be registered, provided that the Company shall have the right to postpone or withdraw any registration in full effected pursuant to this Clause 2.3 without any obligation to any Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to which offerings of its securities, all upon the terms and conditions set forth herein. (b) In connection with any offering involving an underwriting of shares of the Company has received written requests for inclusion from under this Clause 2.3, the holders Company shall not be required to include any of the Shareholders’ Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the underwriter determines that market factors require a limitation of the number of securities to be underwritten, the underwriter may (subject to the allocation priority set forth in the next sentence) exclude some or all of the Registrable Securities within 5 days after from such registration and underwriting. Notwithstanding anything to the Company's notice has been given to each such holder . The Company may postpone or withdraw contrary herein, if the filing or underwriter determines in good faith that market factors require a limitation of the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first to the Company or to such registration as Holder on whose behalf the Company proposes to effect the registration, then to any other Holder on a result pro rata basis based on the total number of rules, regulations, positions or releases issued or actions taken Class A Shares (on an as-converted basis) held by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Actsuch Holder. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) If any capital stock Holder disapproves of the Company issued or issuable with respect terms of any such underwriting he may elect to withdraw therefrom by written notice to the Shares Company and the underwriter. Any Registrable Securities excluded or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisewithdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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), (iii) on any form thereto that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, (iv) in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or another form not available for registering the Securities for sale to the public(v) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities who hold at least 33% of the Registrable Securities initially issued or issuable to the Investors pursuant to the Purchase Agreement of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c3(b), 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 5 two (2) days after the Company's ’s notice has been given to each such holder holder; provided, however, the obligations of this Section 3(a) shall not apply with respect to Registrable Securities included in an effective registration statement. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce the amount discretion. (b) If in connection with any Piggyback Registration involving an underwriting of shares of the Company’s Common Stock pursuant to Section 3(a), and the managing underwriter(s) for such offering advise the Company that in their reasonable opinion the number of securities requested to be included in such registration as offering exceeds the number which can be sold in an orderly manner in such offering within a result of rules, regulations, positions or releases issued or actions taken by price range acceptable to the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means Company shall only include in such offering the number which can be so sold in the following order of priority: (xi) first, if applicable, the Shares, (y) securities the Warrant SharesCompany proposes to sell, and (zii) second, if there remains availability for additional shares of Common Stock to be included in such offering, pro rata among holders of Registrable Securities and any capital stock other holders of shares of Common Stock entitled to participate in such offering, if applicable, based on the relative number of shares of Common Stock then held by each such stockholder. (c) If connection with any Piggyback Registration, the Company issued shall select the investment banking firm or issuable firms to act as the managing underwriter or underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes intends to register file a Registration Statement covering a primary or secondary offering of any shares of its Common Stock, Series A Preferred Stock, Non-Voting Common Stock under or Other Securities, whether or not the Securities Act (other than sale for its own account, which is not a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company will promptly (and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 6(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 6(c), shall include request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 2(b), securities requested to be included in a Company registration pursuant to this Section 2 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 2 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 2. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 2(a). (b) If a Registration Statement under this Section 2 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 62, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (ziii) third, any capital stock other securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 2. No Holder may participate in any underwritten registration under this Section 2 unless such Holder (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected solely (i) pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0S-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), X-0 (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 form thereto rule thereto), or another form not available for registering the Securities for sale to the public(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b3(b) and Section 6(c3(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 5 30 days after the Company's ’s notice has been given to each such holder holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce discretion. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the amount offer and sale of Registrable Securities 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(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least 50% of the securities to be included in any such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Sxxxx Xxxxxxxx is initiated as a result primary underwritten offering on behalf of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6Company, the term “Registrable Securities” means (x) Company shall select the Shares, (y) investment banking firm or firms to act as the Warrant Shares, and (z) any capital stock of the Company issued managing underwriter or issuable underwriters in connection with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch offering.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever If the Company proposes shall at any time propose to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration effected excluding an offering relating solely to implement an employee benefit plan or plan, an offering relating to a transaction to which Rule 145 of on Form S-4 or Form S-8), the Company shall promptly notify any Holders with Transfer Restricted Securities Act is applicable, or not already registered under a Registration Statement on Form X-0, X-0 or of such proposal reasonably in advance of (and in any successor form thereto or another form not available for registering event at least five (5) Business Days before) the Securities for sale to the public), whether for its own account or for the account of one or more stockholders filing of the Company and relevant registration statement, as applicable (the form “Piggyback Notice”). The Piggyback Notice shall offer such Holders the opportunity to include in such registration the number of Transfer Restricted Securities not already registered under a Registration Statement to be used as they may be used for any registration of Securities request (a “Piggyback Registration”), the . The Company shall give prompt written notice (in any event no later than 10 days prior use commercially reasonable efforts to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in each such registration all Registrable Piggyback Registration such Transfer Restricted Securities with respect to for which the Company has received written requests within three (3) Business Days after sending the Piggyback Notice (“Piggyback Request”) for inclusion from therein. If a Holder decides not to include all of its Transfer Restricted Securities in any Piggyback Registration, such Holder shall nevertheless continue to have the holders right to include any Transfer Restricted Securities not already registered under a Registration Statement in any subsequent registration statement as may be filed by the Company with respect to offerings of Registrable Securities within 5 days after Common Stock, all upon the Company's notice has been given to each such holder terms and conditions set forth herein. The Holders’ right to Piggyback Registrations shall not encompass a right to participate in an underwritten offering initiated by the Company may postpone or by another Person; provided, that if the Company initiates an underwritten offering of Common Stock on behalf of another Person, the Company will use its commercially reasonable efforts to provide Holders of Transfer Restricted Securities an opportunity to participate in such offering subject to customary underwriters’ cutback provisions giving priority to the inclusion of the stock of such other Person and other customary terms; and (b) The Company shall have the right to terminate or withdraw the filing or the effectiveness of a Piggyback Registration any registration initiated by it under this Section 8.03 at any time in its sole discretion and/or reduce the amount of shares whether or not any Holder has elected to be included include Transfer Restricted Securities in such Piggyback Registration. The registration as a result expenses of rules, regulations, positions or releases issued or actions taken such withdrawn registration shall be borne by the SEC pursuant to its authority Company in accordance with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise8.06.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)Company, the Company shall give prompt written notice (in any event event, no later than 10 thirty (30) days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 6(b4(b) and Section 6(c4(c), shall include in such registration all Registrable Securities with respect requested to be included by the Investor within fifteen (15) days after the date on which the Company has received written requests for inclusion Company’s notice is given (a “Piggyback Registration”). The Investor may withdraw all or any part of its Registrable Securities from a Piggyback Registration at any time. For the holders avoidance of doubt, no registration of Registrable Securities within 5 days after effected pursuant to a request under this Section 4 shall be deemed to have been effected pursuant to Section 3 of this Agreement or shall relieve the Company's notice has been given to each such holder Company of its obligations under Section 3. The Company may postpone or withdraw for up to one-hundred twenty (120) days the filing or the effectiveness of a Piggyback Registration at if the Company, in good faith, determines that such Piggyback Registration would reasonably be expected to have a material adverse effect on any time proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Investor (if the Investor has elected to include Registrable Securities in such Piggyback Registration) in writing that in its sole discretion and/or reduce opinion the amount number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the marketability of such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (iii) third, the number of shares of Common Stock requested to be included therein by the Investor and the BKC Investors; and (iv) fourth, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than the Investor, the BKC Investors and the Management Investors), allocated among such holders in such manner as they may agree. (c) If any Piggyback Registration is initiated as a result primary underwritten offering on behalf of rulesthe Company, regulationsthe Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (d) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than the Investor, positions or releases issued or actions taken and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the marketability of such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (ii) second, the number of shares of Common Stock requested to be included therein by the SEC pursuant to its authority with respect to Rule 415, promulgated by Investor and the SEC under the Securities Act. For purposes of this Section 6BKC Investors; and (iii) third, the term “Registrable Securities” means number of shares of Common Stock requested to be included therein by holders of Common Stock (x) other than the SharesInvestor, (y) the Warrant SharesBKC Investors and the Management Investors), and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, allocated among such holders in such manner as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisethey may agree.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever Whenever the Company proposes to register any shares of its Common Stock common stock under the Securities Act (other than pursuant to a registration effected solely pursuant to implement an employee benefit plan Section 2.1 or Section 2.3, a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement registration on Form X-0, X-0 S-4 or S-8 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account similar forms or for the account a registration of one or more stockholders of the Company shares in connection with an acquisition) and the registration form of Registration Statement to be used may be used for any the registration of Securities (a “Piggyback Registration”)Registrable Securities, whether or not for sale for its own account, the Company shall will give prompt written notice (in any event no later than 10 days prior to all Designated Holders, and such notice shall describe the filing of such Registration Statement) proposed registration and distribution and offer to all Designated Holders the Purchaser and opportunity to register the other holders number of Registrable Securities of its intention to effect as each such a registration and, subject to Section 6(b) and Section 6(c), shall Designated Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 days after the Designated Holders’ receipt of the Company's ’s notice has been given (a “Piggyback Registration”). (b) The Company shall use its reasonable efforts to each cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.4(e) hereof), the Company shall not be required to reimburse such holder for the fees and expenses referred to in Section 2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall advise the Company that, in its sole discretion and/or reduce opinion, the number of securities requested to be included in such offering (including securities of the Company or any other Person which are not Registrable Securities) exceeds the number which can be sold in such offering in an orderly manner within a price range reasonably acceptable to the Company and, if registration of such offering is pursuant to a contractual commitment of the Company to holders of its securities, holders of a majority (by number of shares) of such securities, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, (ii) second, any shares of Common Stock or other securities as to which the Company has granted registration rights prior to the date of this Agreement which by their terms require priority over the rights granted under this Section 2.4, (iii) third, Registrable Securities and securities which have been requested to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC other Persons entitled to exercise “piggy-back” registration rights pursuant to its authority with respect contractual commitments of the Company (pro rata based on the amount of securities sought to Rule 415, promulgated be registered by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, Designated Holders and such other Persons); and (y) in cases not initially involving the Warrant Sharesregistration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (ziii) any capital stock of third, the securities which the Company issued or issuable with respect proposes to the Shares or the Warrant Shares including, without limitationregister for its own account. (e) If, as a result of the proration provisions of this Section 2.4, any stock splitDesignated Holders shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holders has requested to be included, stock dividend, recapitalization, exchange such holder may elect to withdraw its request to include Registrable Securities in such registration. (f) The right of the Designated Holders to register Registrable Securities pursuant to this Section 2.4 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement contemplated by Section 2.1 or similar event or otherwiseSection 2.3. The rights of the Designated Holders under this Section 2.4 shall survive the expiration of the Registration Period.

Piggyback Registration. If, at any time Holdings proposes to file a registration statement or statements under the Act (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction together with any registration statement filed pursuant to Rule 144 (includinga demand made under Section 4.2, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration PeriodStatement”), whenever ) for the Company proposes to register any shares public sale of its Common Stock under the Securities Act for cash (other than in connection with a registration effected solely merger or pursuant to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Securities for sale to the publiccomparable registration statement), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall ; it will give prompt written notice by registered mail, at least thirty (in any event no later than 10 30) days prior to the filing of each such Registration Statement) registration statement, to the Purchaser and the other holders of Registrable Securities each Party of its intention to effect do so. If any Party (all such Parties collectively with any Parties who have made a registration and, subject demand pursuant to Section 6(b4.2 if the context so requires, the “Registering Parties”) and Section 6(c)notifies Holdings within ten (10) business days after delivery of any such notice of its desire to include any such Common Stock (including Common Stock underlying Derivative Securities) (all such shares, shall include “Piggyback Shares”) in such proposed Registration Statement, Holdings shall afford such Registering Party the opportunity to have any Piggyback Shares owned by such Party registered under such Registration Statement; provided, however, that in the case of an underwritten offering, if the managing underwriter notifies any Registering Party that the inclusion in the registration all Registrable Securities with respect to which statement of any portion of its Piggyback Shares would have an adverse effect on such underwritten offering, then the Company has received written requests for inclusion from managing underwriter may limit the holders number of Registrable Securities within 5 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 its sole discretion and/or reduce the amount of shares Shares to be included in such registration as a result statement only to the extent necessary to avoid such adverse effect (an “Underwriter’s Cutback”). Such limit will apply pro rata among the Registering Parties based upon the number of rules, regulations, positions or releases issued or actions taken by Piggyback Shares such Parties have requested to be so included (provided that if the SEC Registration Statement is being filed pursuant to its authority with respect to Rule 415Section 4.2 below, promulgated by then, as among the SEC under holders of Demand Securities (as defined below) and the Securities Actheld by other Parties, any Underwriter’s Cutback shall first be applied to such other Parties’ Securities); and in the event securities of Holdings held by any person or entity other than Holdings or the Parties (“Third Party Securities”) are to be included in such underwritten offering, and the managing underwriter shall have determined to effectuate an Underwriter’s Cutback, then such limitation shall first be applied to the Third Party Securities, and then to the Piggyback Shares. For purposes Notwithstanding the provisions of this Section 64.1, except in the term “Registrable Securities” means case of a Demand Registration Statement, Holdings shall have the right at any time after it shall have given written notice pursuant to this Section 4.1 (xirrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statements or to withdraw the Shares, (y) same after the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect filing but prior to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwiseeffective date thereof.

Piggyback Registration. (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) If and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), only if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares file a registration statement under the 1933 Act with respect to an offering of its Common Stock under the Securities Act or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement statement (i) on Form X-0, Xxxx X-0 or any successor form forms thereto or another form not available for registering (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), in a manner that would permit registration of the Registrable Securities for sale for cash to the public)public under the 1933 Act, whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, no later than 10 days ten (10) Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Stockholder of Registrable Securities. The Piggyback Notice shall offer of the other holders Stockholder the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect such as Stockholder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b2.2(b) and Section 6(c)below, the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within 5 days five (5) Business Days after the Company's notice has been given to each such holder date of the Piggyback Notice. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at any time in its sole discretion and/or reduce Statement beyond the amount earlier of shares to be (x) 120 days after the effective date thereof and (y) consummation of the distribution by the Stockholder of the Registrable Securities included in such registration as statement. The Company may withdraw a result of rules, regulations, positions or releases issued or actions taken by the SEC Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Stockholder. Subject to the terms of this Agreement, the Company shall use its authority with respect best efforts to Rule 415, promulgated by cause a Piggyback Registration Statement filed under this Agreement to be declared effective under the SEC 1933 Act as promptly as possible after the filing thereof and shall use its best efforts to keep the Piggyback Registration Statement continuously effective under the Securities ActAct until the date that all Registrable Securities covered by the Piggyback Registration Statement, subject to SEC approval of post-effective amendments to the Registration Statement to maintain the effectiveness of the Piggyback Registration Statement, have been sold thereunder or pursuant to Rule 144. For purposes There is no penalty or similar charge owed by, and no liquidated damages recoverable against, the Company by Stockholder or a Stockholder in the event that Company cannot maintain the effectiveness of the Piggyback Registration Statement in accordance with this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise2.2.

Piggyback Registration. (a) Until If the earlier Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a Registration Statement (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includingon Form X-0, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (Xxxx X-0 or Rule 144(i)(2), if applicable) any successor forms thereto or any successor forms thereto or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than 10 days five (5) Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the Purchaser and Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the other holders opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 6(b) and Section 6(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each a “Piggyback Request”) promptly following delivery of the holders Piggyback Notice but in any event no later than one (1) Business Day prior to the filing date of Registrable Securities within 5 days after the Company's notice has been given to each such holder a Piggyback Registration Statement. The Company may postpone or withdraw the filing or shall not be required to maintain the effectiveness of a Piggyback Registration at Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration statement. (b) If any time of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its sole discretion and/or reduce or their good faith opinion the amount number of shares securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities then-owned by such Holders; (iii) third, any other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the earlier of the (a) effectiveness of the registration statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1.8.

Piggyback Registration. (a) Until If the earlier Company intends to file a Registration Statement covering a primary or secondary offering of any of its Common Stock, Series B Preferred Stock or Other Securities, whether or not the sale for its own account, which is not (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), (ii) a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities Act Commission is applicable, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering registration in which the Securities for sale to the publiconly Capital Stock being registered is Capital Stock issuable upon conversion of debt securities that are also being registered (each of clause (i), whether for its own account or for the account of one or more stockholders of the Company (ii), (iii) and the form of Registration Statement to be used may be used for any registration of Securities (a iv), an “Piggyback Exempted Registration”), the Company shall give prompt written notice will promptly (and in any event no later than 10 days prior at least ten (10) Business Days before the anticipated filing date) give written notice to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities Holders of its intention to effect such a registration andregistration. The Company will, subject to Section 6(b) and Section 6(c3(b), shall include effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 5 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 at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its sole discretion and/or reduce or their reasonable opinion the amount number of shares securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration as a result or Prospectus only such number of rulessecurities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), regulationswhich securities will be so included in the following order of priority: (i) first, positions or releases issued or actions taken by the SEC Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 63, pro rata on the term “Registrable Securities” means (x) basis of the Sharesaggregate number of such securities or shares owned by each such person, (y) the Warrant Sharesor as such Holders may otherwise agree, and (ziii) third, any capital stock other securities of the Company issued or issuable with respect that have been requested to be so included, subject to the Shares terms of this Agreement. The Company shall select the investment banking firm or firms to act as the Warrant Shares includinglead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. No Holder may participate in any underwritten registration under this Section 3 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, without limitationpowers of attorney, as a result indemnities, underwriting agreements and other documents reasonably required under the terms of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisesuch underwriting arrangements.

Piggyback Registration. (a) Until the earlier of (i) If, after the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (includinghereof, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes (A) to register any shares of its Common Stock file a registration statement under the Securities Act (providing for a public offering of the Company’s equity securities, other than a registration effected solely statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to implement an employee benefit plan such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”) or (B) conduct and Underwritten Offering pursuant to a transaction to which Rule 145 Piggyback Registration Statement, the Company will notify Holding of the Securities Act is proposed filing and Holding shall be given an opportunity to include in such Piggyback Registration Statement or Underwritten Offering, as applicable, or a Registration Statement on Form X-0, X-0 all or any successor form thereto or another form not available for registering the Securities for sale to the public)part of Holding’s Registrable Shares; provided, whether for its own account or for the account of one or more stockholders of however, that the Company shall not be required to provide such notice and the form of Holding shall not be given an opportunity to include in such Piggyback Registration Statement to be used may be used the extent Company has been advised by the managing underwriter of such Underwritten Offering that the inclusion of any Registrable Shares for any registration sale for the benefit of Securities Holding will have a materially adverse effect on the price, timing, marketing or distribution of the Common Stock. If EnCap Energy Capital Fund VI, L.P. (a “Piggyback RegistrationEnCap”)) has an Affiliate who is an officer or director of the Company, within ten (10) Business Days after delivery of the above-described notice by the Company, Holding has the right to notify the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities writing of its intention to effect such a registration include Registrable Shares in the Piggyback Registration Statement or Underwritten Offering, as applicable, and, subject to Section 6(b) and Section 6(c)in such notice, shall inform the Company of the number of Registrable Shares Holding wishes to 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 5 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 its sole discretion and/or reduce the amount of shares to be included in such registration Statement or Underwritten Offering, as applicable, and provide, as a result of rulescondition to such inclusion, regulations, positions or releases issued or actions taken by the SEC such information regarding itself and its Registrable Shares as is required pursuant to its authority with respect to Rule 415, Regulation S-K promulgated by the SEC under the Securities Act. For purposes of this Section 6, Act to effect the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock registration of the Company issued Registrable Shares; provided, however, if EnCap does not have an Affiliate who is an officer or issuable with respect director of the Company, Holding shall provide such notice within three (3) Business Days (or one (1) Business Day in the case of an “overnight” offering or “bought deal”) after delivery of the above-described notice by the Company. If such written notification of Holding’s intent to the Shares include shares in such Piggyback Registration Statement or the Warrant Shares including, without limitationUnderwritten Offering, as a result applicable, is not received by the Company within the time-frame specified in the immediately preceding sentence, Holding shall have no right to include Registrable Shares in such Piggyback Registration Statement or Underwritten Offering, as applicable. Inclusion of any stock splitRegistrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, stock dividend, recapitalization, exchange or similar event or otherwiseat which time the Company may remove from the Mandatory Shelf Registration Statement such Registrable Shares.

Piggyback Registration. (a) Until the earlier of (i) If at any time after 90 days following the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant hereof and prior to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) two years following the date on which the Purchaser shall have sold all of the hereof, while any Registrable Securities owned by Purchaser (the “Registration Period”)Shares or Units are outstanding, whenever the Company (without any obligation to do so) proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash pursuant to a "firm commitment" underwritten offering (other than a registration effected 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 Stock, (iv) in connection with an offering solely to implement an employee benefit plan employees of the Company, the Operating Partnership or subsidiaries of either, or (v) relating to a transaction pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the publicother "business combination" transaction), whether or not for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than 10 days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register all of such Registration Statement) the Registrable Shares of any requesting Holder (a "Piggyback Registration"). Subject to the Purchaser and provisions of Section 3 below, the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), 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 any underwriting in connection therewith, all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 15 calendar days after the Company's notice referred to above has been given by the Company to each such holder the Holders. The Company may postpone Holders of Registrable Shares shall be permitted to withdraw all or withdraw part of the filing or the effectiveness of Registrable Shares from a Piggyback Registration at any time in its sole discretion and/or reduce prior to the amount effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the 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 number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all 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 by any Holders, but only to the extent that, in the opinion of such managing underwriter, such number of Registrable Shares can be sold without adversely affecting the price range or probability of success of such offering. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(b)(i) in any particular jurisdiction in which either the Company or the Operating Partnership would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company or the Operating Partnership is already subject to service in such jurisdiction and except as may be required by the Securities Act, (ii) unless Holders holding at least 25% of the aggregate number of Units issued to the Holders as of the date hereof submit a result written request, in accordance with the procedures set forth above, for the Company to file a Registration Statement relating to all of rulessuch Holders' Registrable Shares, regulationsor (iii) in connection with any offering of securities by the Company pursuant to its existing registration statement on Form S-3 (File No. 33-97794), positions or releases issued or actions taken as declared effective by the SEC pursuant to its authority with respect to Rule 415on February 16, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise1996.

Piggyback Registration. If, at any time after the Resale 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 (a) Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) in its sole discretion and without the need for current public information required by Rule 144(c)(1any obligation to do so) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to register any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration effected 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 implement an employee benefit plan employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Securities for sale to the publicAct), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than 10 days prior 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) Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the Purchaser and provisions of Section 4 below, the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(c), 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 any underwriting in connection therewith all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within 5 ten (10) calendar days after the Company's notice referred to above has been given by the Company to each such holder the Holders. The Company may postpone Holders of Registrable Shares shall be permitted to withdraw all or withdraw part of the filing or the effectiveness of Registrable Shares from a Piggyback Registration at any time in its sole discretion and/or reduce prior to the amount effective date of shares such Piggyback Registration. If a Piggyback Registration is 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 as a result exceeds the number of rulesCommon Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, regulationsthe Company will include in such registration in the following priority: (i) first, positions or releases issued or actions taken 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 SEC pursuant holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to its authority with respect to Rule 415time, promulgated by the SEC under the Securities Act. For purposes of this Section 6and among Boston Properties, the term “Registrable Securities” means (x) the Shares, (y) the Warrant SharesInc. and such holders, and (ziii) third, up to the full number of Common Shares requested to be included in such registration by the Holders and any capital stock 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 Company issued or issuable with respect number of Common Shares requested to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwisebe included by them in such registration.

Piggyback Registration. If at any time after the Closing Date, other than in connection with the proposed underwritten public offering contemplated by that certain Registration Statement on Form S-1 filed with the Commission on December 22, 2016, the Company proposes to register (aincluding for this purpose a registration effected by the Company for stockholders other than the Holders) Until any of its stock or other securities under the earlier Securities Act in connection with the public offering of such securities (iother than, pursuant to an underwritten public offering where no other shares of selling stockholders are included for registration thereon, a registration statement on Form S-8, Form S-4 and /or registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Common Stock issued pursuant to this Agreement and the Underlying Shares (the “Registrable Securities”), the Company shall, at such time, promptly give Purchaser written notice of such registration. Upon the written request of Purchaser given within twenty (20) days after mailing of such notice by the date as of which Company, the Purchaser may sell Company shall use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities owned that Purchaser has requested to be registered, provided, however, if the managing underwriter of an underwritten offering shall advise the Company that the inclusion of Registrable Securities requested to be included in the registration statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company shall be required to use commercially reasonable efforts to include in such registration statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (i) first securities proposed by Purchaser without restriction the Company to be sold for its own account, (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration. The Company shall pay all Registration Expenses (as defined below) incurred in connection with a registration of Registrable Securities, whether or not such registration statement shall become effective; provided that each Investor shall pay all underwriting discounts, commissions and transfer taxes, and their own counsel and accounting fees, if any, relating to the sale or disposition of such Investor’s Registrable Securities pursuant to Rule 144 (such registration statement. As used herein, “Registration Expenses” means any and all reasonable and customary expenses incident to performance of or compliance with the registration rights set forth herein, including, without limitation, volume restrictions(i) all SEC and without the need for current public information required by Rule 144(c)(1) (stock exchange or Rule 144(i)(2)Financial Industry Regulatory Authority registration and filing fees, if applicable) or (ii) all fees and expenses of complying with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the date on which the Purchaser shall have sold all underwriters in connection with blue sky qualifications of the Registrable Securities owned but no other expenses of or disbursements by Purchaser (the “Registration Period”underwriters or their counsel), whenever (iii) all printing, messenger and delivery expenses, and (iv) the Company proposes to register any shares reasonable fees and disbursements of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available counsel for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 6(b) and Section 6(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 5 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 its sole discretion and/or reduce the amount of shares to be included in such registration as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the term “Registrable Securities” means (x) the Shares, (y) the Warrant Shares, and (z) any capital stock of the Company issued or issuable with respect to the Shares or the Warrant Shares including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise’s independent public accountants.