Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datedate hereof until the expiration of the Warrant Exercise Term, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a benefit plan, merger or other business combination transaction or pursuant to Form S-8) S-0, X-0 or comparable registration statement that is not intended to register the sale of securities), it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statementstatement (a “Registration Statement”), to the Underwriter Placement Agent and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities, of its intention to do so. If the Placement Agent or other Holders of the Registrable Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities Warrant Shares in such proposed registration statementRegistration Statement, the Company shall afford the Placement Agent and such Holders of the Registrable Warrant Securities the opportunity to have any such Registrable Warrant Shares registered under such Registration Statement; provided, however, the Company shall not be required to register for sale, and the Placement Agent and any other Holders shall not have the right to request that the Company include for sale any Warrant Securities in an underwritten initial public offering by the Company. Furthermore, in the event that any registration pursuant to this Section 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration statement, unless exceeds the Underwriter for each proposed objects number which can be offered or sold in an orderly manner in such offering within a price range acceptable to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have include in such registration (i) first, the right at any time after it shall have given written notice securities the Company proposes to sell, (ii) second, the re-offer of other outstanding shares requested to be included in such registration; and third, the Warrant Securities, however, only to the extent that the number of Warrant Securities to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the other securities pursuant to this Section 7(cclauses (i) and (irrespective of whether a written request for inclusion of any such securities shall have been madeii) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofabove.

Piggyback Registration. If, at any time within the period commencing one seven (1) year and expiring five (57) years after following the Effective Dateeffective date of the Public Offering, the Company should proposes to prepare and file a one or more post-effective amendments to the registration statement filed in connection with the Commission under Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Securities Act Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger or other business combination transaction merger, acquisition or pursuant to Form S-8) S-8 or successor form)(for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice by registered mailof its intention to do so ("Notice"), at least thirty (30) calendar days prior to the filing of each such registration statementRegistration Statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify Securities. Upon the Company written request of such a Holder (a "Requesting Holder"), made within twenty (20) calendar days after receipt by the Holder of any such notice of its or their desire to the Notice, that the Company include any of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use commercially reasonable efforts to effect the Holders registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects Company's sole cost and expense and at no cost or expense to the inclusion of the Registrable Securities Requesting Holders (except as provided in such registration statement. However, in such event, the Company will, within six (6Article 7.5(b) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(bhereof). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)Article 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) Article 7.3 (irrespective of whether a any written request for inclusion of any such securities Registrable Securities shall have already been made) to elect not to file any such proposed registration statementRegistration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If, If at any time within during the period commencing one (1) year on the date that is six months following the closing date of an initial public offering of the Common Stock and expiring five (5) years after ending on the Effective Expiration Date, the Company should file a registration statement with the Commission proposes to register any shares of its Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for its own account or the account of shareholders (other than a registration relating to (i) shares of Common Stock underlying a stock option, restricted stock, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other business combination transaction entity; or pursuant (iii) a registration of securities proposed to Form S-8) be issued in exchange for other securities of the Company), it will at such time give prompt written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Holder of its intention to do soso (the “Section 9.1 Notice”). If Upon the Holders written request of the Registrable Securities notify Holder given to the Company within twenty ten (2010) calendar days after receipt the giving of any such notice Section 9.1 Notice setting forth the number of its or their desire shares of Warrant Stock intended to include any Registrable Securities in such proposed registration statementbe disposed of by the Holder and the intended method of disposition thereof, the Company shall afford the Holders of the Registrable Securities the opportunity will include or cause to have such Registrable Securities be included in such registration statementthe Registration Statement the shares of Warrant Stock which the Holder has requested to register, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities extent provided in such registration statement. However, in such event, the Company will, within six this Section 9 (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b“Piggyback Registration”). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)foregoing, the Company shall have the right may, at any time after it shall have given written notice time, withdraw or cease proceeding with any registration pursuant to this Section 7(c) (irrespective 9.1 if it shall at the same time withdraw or cease proceeding with the registration of whether a written request for inclusion of any such securities the Common Stock originally proposed to be registered. The Company shall have been made) to elect not be obligated to file any such proposed registration statement, or to withdraw and cause the same after the filing but prior to the effective date thereof.effectiveness of only one (1)

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should file a proposes to register any of its securities for sale to the public (except with respect to registration statement with statements on Form F-4, or S-8 or another form not available for registering the Commission under Registrable Securities for sale to the Securities Act (public or such similar registration statements in any other than in connection with a merger or other business combination transaction or pursuant to Form S-8) jurisdictions), each such time it will give written notice by registered mail, at least thirty (30) calendar days prior the applicable address of record to the filing each holder of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Registrable Securities of its intention to do so. If Upon the Holders written request of any of such holders of the Registrable Securities notify the Company Securities, given within twenty (20) calendar days after receipt by such Person of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such eventnotice, the Company will, within six (6) months subject to the limits contained in this Section 2, use its commercially reasonable efforts to cause all such Registrable Securities of completion said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of such underwritten offeringsaid Registrable Securities; provided, file at however, that if the expense Company is advised in writing in good faith by any managing underwriter of the Company, a registration statement so as to permit ’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Shareholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Shareholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and sale provided further, that (a) in no event shall the amount of Registrable Securities of selling Shareholders be reduced below thirty percent (30%) of the total amount of securities included in such offering; and (b) any Registrable Securities to be excluded shall be excluded pro rata based on the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required sought to be filed pursuant to Section 7(b). Notwithstanding included by the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any Shareholders holding such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRegistrable Securities.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should proposes to file a registration statement with the Commission Registration Statement under the Securities Act with respect to an offering of Company Common Stock for (a) the Company’s own account (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with a merger an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Common Stock (other business combination transaction or than Tengelmann) pursuant to Form S-8) it a demand registration requested by such holder, then the Company will give written notice by registered mailof such proposed filing to Tengelmann as soon as practicable (but in no event less than 20 days before the anticipated filing date), at least thirty (30) calendar days prior to and upon the filing of each such registration statementwritten request, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company given within twenty (20) calendar 10 days after receipt delivery of any such notice by the Company, of its or their desire Tengelmann to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, (which request shall specify the number of Registrable Securities proposed to be included in such eventregistration), the Company will, within six (6) months of completion of subject to Section 3.03, include all such underwritten offering, file at Registrable Securities in such registration on the expense of same terms and conditions as the Company’s or such holder’s Company Common Stock (a “Piggyback Registration”); provided, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) monthshowever, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right that if at any time after it shall have given giving written notice pursuant to this Section 7(c) (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 filing and prior to withdraw the same after the filing but business day prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities, then the Company may, at its election, give written notice of such determination to Tengelmann and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company will control the determination of the form of any offering contemplated by this Section 3.02, including whether any such offering will be in the form of an Underwritten Offering and, if any such offering is in the form of an Underwritten Offering, (i) the Company will select the lead Underwriter and any additional Underwriters in connection with such offering and (ii) Tengelmann’s right to participate shall be conditioned on Tengelmann entering into an underwriting agreement in customary form and acting in accordance with the provisions thereof.

Piggyback Registration. If, If the Company at any time proposes to effect an Underwritten Offering of any class of its equity securities for its own account or for the account of a holder of securities of the Company pursuant to registration rights granted by the Company (a "Requesting Shareholder"), whether under a previously effective shelf registration statement or a registration statement filed for the purpose of such Underwritten Offering (a "Piggyback Registration"), then the Company shall in each case give written notice of such proposed offering to the Holders at least ten (10) Business Days before the proposed date of filing of such registration statement (or, in the case of a previously effective shelf registration statement, the filing of any amendment or supplement to such shelf registration statement to permit such Underwritten Offering), and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities then held by the Holders included in such Underwritten Offering. Each Holder desiring to have its Registrable Securities offered under this Section shall so advise the Company in writing within the period commencing one (1) year and expiring five (5) years Business Days after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing date of each such registration statement, to the Underwriter and to all other Holders receipt of the UnderwriterCompany's Warrants and aforesaid notice (which request shall set forth the shares amount of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire proposed to include any Registrable Securities in such proposed registration statementbe offered), and the Company shall afford the Holders of the Registrable Securities the opportunity cause to have be included in such Underwritten Offering all such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required requested to be filed pursuant included therein, provided that the Holders thereof execute and deliver the underwriting agreement and other customary documents related to Section 7(b). Notwithstanding such offering including, if requested by the provisions managing underwriter or underwriters, selling stockholder questionnaires, powers of this Section 7(c) attorney and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofcustody agreements.

Piggyback Registration. If, at any time within the period commencing one (1i) year and expiring five (5) years after the Effective Date, If the Company should proposes to file a registration statement with the Commission under the Securities Act with respect to an underwritten offering of equity securities (other than in connection with a merger A) for the Company's own account or other business combination transaction or pursuant to Form S-8(B) it will for the account of any of the holders of its equity securities, then the Company shall give written notice by registered mailof such proposed filing to each Holder as soon as practicable (but in no event less than 20 business days before the anticipated filing date), at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in shall offer such proposed registration statement, the Company shall afford the Holders of the Registrable Securities Holder the opportunity to register such number of shares of Registrable Securities as such Holder may request on the same terms and conditions as the Company's or such holder's equity securities (a "Piggyback Registration"). Each Holder desires to have such its Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, shall so advise the Company will, in writing (stating the number of shares of Common Stock desired to be registered) within six (6) months of completion 15 business days after the date of such underwritten offering, file at the expense of notice from the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company Any Holder shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written withdraw such request for inclusion of such Holder's Registrable Securities in any registration statement pursuant to this section by giving written notice to the Company of such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but withdrawal prior to the effective date thereofof the Registration Statement. Subject to Section 2(c)(ii) below, the Company shall include in such registration statement all such Registrable Securities requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should file a registration statement with the Commission proposes to register any of its Common Stock under the Securities Act (by registration on any forms other than in connection with Form S-4 or S-8 (or any successor or similar form(s)), for sale for its own account, and a merger or other business combination transaction or registration statement filed pursuant to Form S-8) Section 2 hereof has not been declared effective, it will shall give prompt written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Holders of its intention to do soso and of such Holders’ rights (if any) under this Section 3, which notice, in any event, shall be given at least 30 days prior to the effectiveness of such proposed registration. If Upon the Holders written request of the any Holder receiving notice of such proposed registration that is a Holder of Registrable Securities notify the Company Common Stock (a “Piggyback Requesting Holder”) made within twenty (20) calendar 15 days after the receipt of any such notice of its or their desire to include any Registrable Securities (10 days if the Company states in such proposed written notice or gives telephonic notice to the relevant securityholders, with written confirmation to follow promptly thereafter, stating that (i) such registration statementwill 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 minimum offering price per share at which the Holder is willing to sell its Registrable Common Stock, the Company shall afford shall, subject to Section 6(a) hereof, effect the Holders registration under the Securities Act of the all Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, Common Stock which the Company will, within six (6) months of completion of such underwritten offering, file at has been so requested to register by the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Piggyback Requesting Holders thereof.; provided that,

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the SEC Effective DateDate and until the second (2nd) anniversary thereof, the Company should file a registration statement with shall determine to register for sale for cash any of its Common Stock, for its own account or for the Commission under the Securities Act account of others (other than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger merger, acquisition, divestiture, reorganization or other business combination similar event, or (iii) a transaction relating solely to the sale of debt or pursuant convertible debt instruments, then the Company shall promptly give to Form S-8) it will give each Holder written notice by registered mail, at least thirty thereof (30the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of each such registration statement), and shall, subject to the Underwriter and to Section 3(e), include as a Piggyback Registration all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify (including any Registrable Securities that are removed from the Company Registration Statement as a result of a requirement by the Staff) specified in a written request delivered by the Holder thereof within twenty ten (2010) calendar days after receipt delivery to the Holder of any such written notice of its or their desire to include any Registrable Securities in such proposed registration statementfrom the Company. However, the Company shall afford may, without the Holders consent of the Registrable Securities the opportunity to have such Registrable Securities included in Holders, withdraw such registration statement, unless the Underwriter for each proposed objects statement prior to the inclusion of the Registrable Securities in such registration statement. However, in such event, its becoming effective if the Company will, within six (6) months of completion of or such underwritten offering, file at other selling stockholders have elected to abandon the expense of proposal to register the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required securities proposed to be filed pursuant registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect to Section 7(b). Notwithstanding the provisions of this Section 7(ctwo (2) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofqualifying registrations.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should proposes to file a registration statement with the Commission Registration Statement under the Securities Act with respect to an offering of Equity Securities of the Company for the Company’s own account (other than in connection with a merger Registration Statement on Form S-4 or other business combination transaction S-8 (or pursuant to Form S-8) it any substitute form that may be adopted by the SEC)), then the Company will give written notice by registered mail, at least thirty (30) calendar days prior of such proposed filing to the filing holders of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify as soon as practicable (but in no event less than 30 days before the Company anticipated filing date), and upon the written request, given within twenty (20) calendar 15 days after receipt delivery of any such notice by the Company, of its or their desire any holder of Registrable Securities to include any in such registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such proposed registration statementregistration), the Company shall afford the Holders of the Registrable Securities the opportunity to have will cause all such Registrable Securities to be included in such registration statement, unless on the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of same terms and conditions as the Company, a registration statement so as to permit a public offering and sale of the Registrable ’s Equity Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(bregistered (a “Piggyback Registration”). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d); provided, the Company shall have the right however, that if at any time after it shall have given giving written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities, the Company may, at its election, give written notice of such determination to the Participating Stockholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company will control the determination of the form of any offering contemplated by this Section 6.02, including whether any such offering will be in the form of an underwritten offering and, if any such offering is in the form of an underwritten offering, the Company will select the lead Underwriter and any additional Underwriters in connection with such offering.

Piggyback Registration. If, at (a) At any time within during the two year period commencing one (1) year and expiring five (5) years after on the Effective Datedate hereof if, the Company should proposes to file a registration statement with the Commission under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement (a) on Form X-0, Xxxx X-0 or any successor forms thereto, (b) filed solely in connection with any employee benefit or dividend reinvestment plan (c) for the purpose of effecting a merger rights offering relating to the Common Stock or other business combination transaction (d) on Form S-3 (universal shelf) to register on an unallocated and continuous basis the primary offering of securities by the Company) or pursuant to Form S-8) it for the account of any of its security holders, the Company will give to the Investor Parties written notice by registered mail, of such filing at least thirty fifteen (3015) calendar days prior to the anticipated filing of each date (the “Piggyback Notice”). The Piggyback Notice shall offer the Investor Parties the opportunity to include in such registration statementstatement the number of Registrable Securities (for purposes of this Section 2.1, “Registrable Securities” shall be deemed to the Underwriter and to all other Holders mean solely securities of the Underwriter's Warrants same type and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention class as those proposed to do so. If the Holders of the Registrable Securities notify be offered by the Company within twenty for its own account) as it may request (20) calendar days after receipt of any such notice of its or their desire a “Piggyback Registration”). Subject to include any Registrable Securities in such proposed registration statementSection 2.1(b), the Company shall afford include in each such Piggyback Registration all Registrable Securities with respect to which the Holders Company has received written requests for inclusion therein within seven (7) days after notice has been given to the Investor Parties. The Company shall be required to maintain the effectiveness of the Registrable Securities Registration Statement for a Piggyback Registration for a period of 360 days after the opportunity to have effective date thereof or such shorter period in which all Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall Registration Statement have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have actually been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofsold.

Piggyback Registration. If, at any time within (a) During the period commencing one beginning _____(1__) year and expiring five (5) years after months following the Effective DateDate and ending twenty-four (24) months following the Effective Date (the "Piggyback Period"), the Company should file a registration statement with will notify the Commission under the Securities Act (other than Holders in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, writing at least thirty (30) calendar days prior to filing its first registration statement under the filing Securities Act during the Piggyback Period for purposes of each effecting a public offering of the Company's common stock whether or not for its own account (excluding any registration statement on Form S-8 or Form S-4 or any successor forms) and will afford the Holder(s) an opportunity to include in such registration statement, to the Underwriter and to statement all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders any part of the Registrable Securities notify not previously sold by the Company Holder(s), subject to underwriter's cutbacks, if any, pursuant to Section 1.02(b) below. If a Holder desires to include in any such registration statement all or any part of such Registrable Securities, such Holder will, within twenty (20) calendar days after receipt of any such the foregoing notice from the Company, so notify the Company in writing. The Holder's notice will inform the Company of its or their desire the number of shares the Holder wishes to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, Notwithstanding anything in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and 1.02 to the provisions of Section 7(d)contrary, the Company shall have the right if at any time after it shall have given giving written notice pursuant of its intention to this Section 7(c) (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to all Holders and thereupon shall be relieved of its obligations to register any Registrable Securities in connection with such abandoned registration without prejudice to the rights of Holders under this Section 1.02.

Piggyback Registration. If, at any time within during the period commencing one (1) year and expiring five (5) years after the Effective DateUnderlying Share Warrant Term, the Company should proposes to prepare and file a registration statement with or post-effective amendments thereto covering the Commission under sale for cash of shares of Common Stock, including shares of Common Stock held by stockholders of the Securities Act Company (in any such case, other than in connection with a merger or other business combination transaction or merger, acquisition, pursuant to Form S-8S-8 or successor form, or on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice by registered mailof its intention to do so ("Notice"), at least thirty (30) calendar 30 days prior to the filing of each such registration statementRegistration Statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify Securities. Upon the written request of such a Holder (a "Requesting Holder"), made within 20 days after the Notice is given, that the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the Holders registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects Company's sole cost and expense and at no cost or expense to the inclusion of the Registrable Securities Requesting Holders (except as provided in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b7.4(a)). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 7.3 (irrespective of whether a any written request for inclusion of any such securities Registrable Securities shall have already been made) to elect not to file any such proposed registration statementRegistration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years If after the Effective Date, earlier of the first (1st) anniversary of the Closing and the occurrence of an event detailed in Section 3.2(b)(i)(B) the Company should file proposes to effect a registration statement with the Commission under the Securities Act for purposes of a public offering of securities of the Company (other than including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to acquisitions by the Company, employee benefit plans and corporate reorganizations) for itself and/or its stockholders, the Company shall notify the Investor in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, writing at least thirty (30) calendar days prior to filing such registration statement. Thereafter, the filing Company shall use its Best Efforts to include in such registration statement all or part of each such Registrable Securities held by the Investor pursuant to this Section 4.3, provided however, nothing in this Article IV shall obligate the Company to effect such a registration statement. If the Investor desires to include all or any part of its Registrable Securities in any such registration statement, to the Underwriter and to all other Holders it shall, within fifteen (15) days after delivery of the Underwriterabove-described notice from the Company, notify the Company in writing of the Investor's Warrants and intention; the shares Investor's notice shall state the intended method of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders disposition of the Registrable Securities notify by the Company within twenty (20) calendar days after receipt of any such notice Investor. If the Investor decides not to include all of its or their desire Registrable Securities in any registration statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities in such proposed any subsequent registration statement, statement or registration statements as may be filed by the Company shall afford with respect to offerings of its securities, all upon the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering terms and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofconditions set forth herein.

Piggyback Registration. If, (a) If the Company at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission proposes for any reason to register Primary Shares or Other Shares under the Securities Act (other than in connection with a merger on Form S-4 or other business combination transaction Form S-8 promulgated under the Securities Act (or pursuant to Form S-8) any successor forms thereto)), it will shall give written notice by registered mail, at least thirty (30) calendar days prior to the filing each holder of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Registrable Shares of its intention to do so. If so register such Primary Shares or Other Shares (a “Registration Notice”) at least fifteen (15) days before the Holders initial filing of the Registrable Securities notify registration statement related thereto and, upon the written request, delivered to the Company within twenty ten (2010) calendar days after receipt delivery of any such notice a Registration Notice by the Company, of its or their desire the holders of Registrable Shares to include any Registrable Securities in such registration Registrable Shares (which written request shall specify the number of Registrable Shares proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities be included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in by such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(dholder), the Company shall include all such Registrable Shares that are requested by such holders to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that (x) with respect to the IPO and any Follow-On Offering, the Board, in its discretion, shall have the right at to exclude all holders of Registrable Shares from participating in such IPO or Follow-On Offering (as applicable) or limit the participation by such holders of Registrable Shares to a specified percentage of their respective Registrable Shares and (y) with respect to any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for registration, if the managing underwriter advises the Company that the inclusion of any all Registrable Shares requested by Shareholders to be included in such securities registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares, Investor Shares, Management Shares and Other Shares proposed to be included in such registration shall have been made) to elect not to file any such proposed registration statement, or to withdraw be included in the same after the filing but prior to the effective date thereof.following order:

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five seven (57) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time within the period commencing one (1) year and expiring five (5) years after the Effective DateMarch 31, 1998, the Company should file a registration does not make available to the Holders for any reason (other than an Excusable Reason) the Shelf Registration statement with the Commission contemplated by Section 2(a) hereof and at any time proposes to register any of its securities under the Securities Act (by registration on any forms other than in connection with a merger Form S-4 or other business combination transaction S-8 (or any successor or similar form(s)), whether or not pursuant to Form S-8) registration rights granted to other holders of its securities and whether or not for sale for its own account, it will shall give prompt written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Holders of its intention to do soso and of such Holders' rights (if any) under this Section 4, which notice, in any event, shall be given at least 10 Business Days prior to such proposed registration. If Upon the Holders written request of any Holder receiving notice of such proposed registration that is a Holder of Registrable Common Stock (a "Requesting Holder") made within 5 Business Days after the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities (3 Business Days if the Company states in such proposed written notice or gives telephonic notice to the relevant securityholders, with written confirmation to follow promptly thereafter, stating that (i) such registration statementwill 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 Requesting Holder and the minimum offering price per share at which the Holder is willing to sell its Registrable Common Stock, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statementshall, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant subject to Section 7(b). Notwithstanding ) hereof, effect the provisions registration under the Securities Act of this Section 7(c) and the provisions of Section 7(d), all Registrable Common Stock which the Company shall have has been so requested to register by the right at any time after it shall have given written notice pursuant to this Section 7(c) (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 statementRequesting Holders thereof; provided, or to withdraw the same after the filing but prior to the effective date thereof.that,

Piggyback Registration. If, at any time within (a) During the period commencing one beginning ______ (1__) year and expiring five (5) years after months following the Effective DateDate and ending twenty-four (24) months following the Effective Date (the "Piggyback Period"), the Company should file a registration statement with will notify the Commission under the Securities Act (other than Holders in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, writing at least thirty (30) calendar days prior to filing its first registration statement under the filing Securities Act during the Piggyback Period for purposes of each effecting a public offering of the Company's common stock whether or not for its own account (excluding any registration statement on Form S-8 or Form S-4 or any successor forms) and will afford the Holder(s) an opportunity to include in such registration statement, to the Underwriter and to statement all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders any part of the Registrable Securities notify not previously sold by the Company Holder(s), subject to underwriter's cutbacks, if any, pursuant to Section 1.02(b) below. If a Holder desires to include in any such registration statement all or any part of such Registrable Securities, such Holder will, within twenty (20) calendar days after receipt of any such the foregoing notice from the Company, so notify the Company in writing. The Holder's notice will inform the Company of its or their desire the number of shares the Holder wishes to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, Notwithstanding anything in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and 1.02 to the provisions of Section 7(d)contrary, the Company shall have the right if at any time after it shall have given giving written notice pursuant of its intention to this Section 7(c) (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to all Holders and thereupon shall be relieved of its obligations to register any Registrable Securities in connection with such abandoned registration without prejudice to the rights of Holders under this Section 1.02.

Piggyback Registration. If, at (a) At any time that the Company proposes to file a Registration Statement within the period commencing one three (1) year and expiring five (53) years after from the Effective Datedate hereof, the Company should file a registration statement with shall give the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give Holders written notice by registered mail, at least thirty of its intention to do so and of the intended method of sale (30the "Registration Notice") calendar days within a reasonable time prior to the anticipated filing date of each the Registration Statement effecting such registration statement, registration. Each Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Underwriter and to all other Holders Company, within ten (10) Business Days after receipt of the Underwriter's Warrants Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its reasonable efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Registration Statement and Warrants purchased or purchasable upon exercise thereof any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Registration Statement; provided, however, that if, at any time after giving written notice of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of register any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering securities and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.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 Holder of Restricted Securities and, thereupon:

Piggyback Registration. If, at any time within the period commencing one (1) year 3.1 From and expiring five (5) years after the Effective Date, date on which one year has elapsed from the date the Company should file first consummates a Public Offering pursuant to a registration statement on Form S-1 or Form SB-2, each time the Company shall determine to proceed with the Commission actual preparation and filing of 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 in connection with a merger or other business combination transaction or pursuant to registration statement on Form S-8) it , Xxxx X-0 xx other limited purpose form), the Company will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and its determination to all other Holders record holders of Registrable Securities. Upon the Underwriter's Warrants and the shares written request of Common Stock and Warrants purchased or purchasable upon exercise thereof a record holder of its intention to do so. If the Holders of the any Registrable Securities notify the Company given within twenty (20) calendar 30 days after receipt the date of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementfrom the Company, the Company shall afford the Holders of the will, except as herein provided, cause all Registrable Securities the opportunity registration of which is requested to have such Registrable Securities be included in such registration statement, unless the Underwriter for each proposed objects all to the inclusion extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities in such registration statement. Howeverto be so registered; provided, in such eventhowever, that nothing herein shall prevent the Company willfrom, within six (6) months of completion of such underwritten offeringat any time, file at abandoning or delaying any registration; and provided, further, that if the expense Company determines not to proceed with a registration after the registration statement has been filed with the Commission, and the Company's decision not to proceed is primarily based upon the anticipated Public Offering price of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required securities to be filed pursuant to Section 7(b). Notwithstanding sold by the provisions of this Section 7(c) and the provisions of Section 7(d)Company, the Company shall have promptly complete the right at any time registration for the benefit of those selling security holders who wish to proceed with a Public Offering of their Registrable Securities and who agree to bear all of the Registration Expenses in excess of $25,000 incurred by the Company as the result of such registration after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect the Company has decided not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.proceed. In the

Piggyback Registration. IfIf the Registration Statement is not effective by the Due Date, at and if (but without any time within obligation to do so) the period commencing one Company proposes to register (1including for this purpose a registration effected by the Company for stockholders other than the Holders) year and expiring five any of its Common Stock under the Act in connection with the public offering of such securities solely for cash (5) years after other than a registration relating solely for the Effective Datesale of securities to participants in a Company stock plan or a registration on Form S-4 promulgated under the Act or any successor or similar form registering stock issuable upon a reclassification, upon a business combination involving an exchange of securities or upon an exchange offer for securities of the issuer or another entity), the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such registration (30) calendar days prior to a "Piggyback Registration Statement"). Upon the filing written request of each Holder given by facsimile within ten (10) days after mailing of such registration statementnotice by the Company, the Company shall cause to the Underwriter and to be included in such Piggyback Registration Statement all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify that each such Holder has requested to be registered ("Piggyback Registration") to the extent such inclusion does not violate the registration rights of any other securityholder of the Company within twenty (20) calendar days after receipt of any such notice of its or their desire granted prior to include any Registrable Securities in such proposed registration statement, the date hereof; nothing herein shall prevent the Company from withdrawing or abandoning the Piggyback Registration Statement prior to its effectiveness. The election of initiating Holders to participate in a Piggyback Registration Statement shall afford not impact the Holders of the Registrable Securities the opportunity amount payable to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed investors pursuant to Section 7(b)2(a) herein except that the Late Registration Payment shall cease to accrue as of the date of the effectiveness of the Piggyback Registration Statement. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof4.

Piggyback Registration. If, at any time within the period commencing one (1i) year and expiring five (5) years after the Effective Date, If the Company should file a registration statement with the Commission proposes to register any Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a merger direct or other business combination transaction indirect acquisition by the Company of another person), whether or pursuant to Form S-8) not for sale for its own account, it will each such time give written notice by registered mail, at least thirty ten (3010) calendar days Trading Days prior to the anticipated filing date of each the registration statement relating to such registration statement, to the Underwriter Holder, which notice shall set forth the Holder’s rights under this Section 3(b) and shall offer the Holder the opportunity to all other Holders include in such registration statement the number of Registrable Securities as the Holder may request. Upon the written request of the Underwriter's Warrants and Holder made within ten (10) days after the shares receipt of Common Stock and Warrants purchased or purchasable upon exercise thereof notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by the Holder), the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holder; provided that if, at any time after giving written notice of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of register any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice securities pursuant to this Section 7(c3(b) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to the Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3(a).

Piggyback Registration. If, (a) If at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than in connection with a merger whether for the account of the Company or other business combination transaction or pursuant the account of any securityholder of the Company) and the form of Registration Statement to Form S-8) it will be used permits the registration of Registrable Securities, the Company shall give prompt written notice by registered mail, at least thirty to each Holder (30which notice shall be given not less than fifteen (15) calendar days prior to the anticipated filing of date), which notice shall offer each such registration statement, to Holder the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire opportunity to include any or all of its Registrable Securities in such proposed registration statementRegistration Statement, subject to the Company shall afford the Holders of the Registrable Securities the opportunity limitations contained in Section 1.2(b) hereof. If a Holder (in such capacity, a “Participating Holder”) desires to have such its Registrable Securities included in such registration statementRegistration Statement, unless it shall so advise the Underwriter Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Each Holder shall have the right to withdraw such Holder’s request for each proposed objects to the inclusion of the Holder’s Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c1.2(a) and by giving written notice to the provisions Company of such withdrawal. Subject to Section 7(d)1.2(b) below, the Company shall have use commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the right Company may at any time after and in its sole and absolute discretion withdraw or cease proceeding with any such registration if it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw at the same after time withdraw or cease proceeding with the filing but prior registration of all other equity securities originally proposed to be registered. The Company shall not be required to maintain the effective date thereofeffectiveness of such Registration Statement beyond the Effectiveness Period.

Piggyback Registration. If(A) If the Company intends to file a registration statement covering a primary or secondary offering of any of its Common Stock or other securities, whether or not the sale for its own account, which is not a registration 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 Commission is applicable, the Company will promptly (and in any event at any time least ten (10) Business Days before the anticipated filing date) give written notice to the Holders of its intention to effect such a registration. The Company will 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 the period commencing one (1) year and expiring five (5) years Business Days after the Effective Date, notice given by the Company should file in the preceding sentence. Subject to Section 2(h)(B), securities requested to be included in a Company registration pursuant to this Section 2(h)(A) shall be included by the Company on the same form of registration statement with as has been selected by the Commission under Company for the Securities Act (other than in connection with a merger securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders part of the Registrable Securities notify from the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right Piggyback Registration at any time after it shall have given written notice pursuant to this Section 7(cat least two (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 to withdraw the same after the filing but Business Days prior to the effective date thereofof the registration statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 2(h)(A) 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(h)(A). There shall be no limit to the number of Piggybank Registrations pursuant to this Section 2(h)(A). In the event of the filing by the Company of any Piggyback Registration, all references to Resale Registration Statements in this Agreement shall also include such Piggyback Registration mutatis mutandis.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act") (other than in connection with its initial public offering ("IPO"), a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all S-8 or other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementcomparable form), the Company shall afford include the Holders of Shares, (referred to as the "Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities Securities") in such registration statement. HoweverThe Company shall at such time give prompt written notice to all Holders of its intention to file such registration statement and of such Holders' rights under such proposed registration, in such event, and upon the request of any Holder delivered to the Company will, within six fifteen (615) months of completion days after giving of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of notice (which request shall specify the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required intended to be filed pursuant to Section 7(b). Notwithstanding the provisions disposed of this Section 7(c) by such Holder and the provisions intended method of Section 7(ddisposition thereof), the Company shall have the right include such Registrable Securities held by each such Holder requested to be included in such registration; provided, however, that if at any time after it shall have given giving such written notice pursuant of the Company's intention to this Section 7(c) (irrespective register any of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Holder's Registrable Securities and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay the registration of such Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration shall thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect of securities being registered for the Company's own account.

Piggyback Registration. If, at any time within commencing after the period commencing one (1) year ---------------------- date hereof and expiring five seven (57) years after from the Effective Datedate hereof, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8S-8 or a Registration relating solely to a Rule 145 transaction or a Registration on any form that does not permit secondary sales) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Representative and to all other Holders Holder of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Holders Representative or other Holder of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) calendar business days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Holders Representative and such Holder of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless statement (sometimes referred to herein as the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b"Piggyback Registration"). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)7.2, the Company shall ------- have the right at any time after it shall have given written notice pursuant to this Section 7(c) 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 to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIf the Company, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datetime, the Company should file a registration statement with the Commission proposes to register any of its Securities under the Securities Act (Act, other than in connection with a merger or other business combination transaction or pursuant to Form S-8Section 2.1 or Section 2.2, it shall promptly, and in no event less than fifteen (15) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of a registration statement with respect to a registration under this Section 2.3, give written notice to each Holder of such registration statement, to intention. Upon the Underwriter and to all other Holders written request of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company any Holder given within twenty ten (2010) calendar days after receipt of any such notice notice, the Company shall include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the Registrable Securities on the same terms and conditions as the Securities of the Company otherwise being sold in such registration. If a Holder decides not to include all of its or their desire 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 such proposed any subsequent registration statement, statement or registration statement as may be filed by the Company shall afford with respect to offerings of its securities, all upon the Holders terms and conditions set forth herein. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Company in writing that the inclusion of all Registrable Securities the opportunity proposed to have such Registrable Securities be included in such registration statement, unless would interfere with the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion successful marketing of such underwritten offering, file at the expense Securities of the Company, a then there shall be excluded from such registration statement so as and underwriting, to permit a public offering and sale the extent necessary to satisfy such limitation, first Securities of the Company held by stockholders of the Company other than the Holders and then, to the extent necessary, Registrable Securities so excluded for a period held by the Holders (pro rata to the respective number of nine (9) monthsRegistrable Securities requested by the Holders to be included in such registration); provided, which shall however, that in any event, all Registrable Securities must be included in addition such registration prior to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofother Securities.

Piggyback Registration. If, at any time within the period commencing one (1) year from the effective date of the registration statement and expiring five four (54) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or other business combination transaction or pursuant to Form S-8, S-4 or other comparable registration statement) it will give written notice wrixxxx xxxice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Holders and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Holder or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (i) If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datethat a Demand Registration could be requested by any Holders, the Company should proposes to file a registration statement with the Commission on Form S-11 or such other form under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to providing for the filing public offering of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d“Follow-On Registration Statement”), the Company shall notify each Holder and their direct and indirect transferees to the extent they hold Registrable Common Stock of the filing (including notifying each such Holder of the identity of the managing underwriters of such public offering), within five (5) Business Days after such filing, and afford each Holder an opportunity to include in such Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such Holder. Each Holder desiring to include in any such Follow-On Registration Statement all or part of the Registrable Common Stock held by such Holder shall, within five (5) days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Common Stock such Holder wishes to include in such Follow-On Registration Statement. Any election by any such Holder to include any Registrable Common Stock in such Follow-On Registration Statement will not affect the inclusion of such Registrable Common Stock in the Mandatory Shelf Registration Statement or a Demand Registration unless such Registrable Common Stock has been sold under the Follow-On Registration Statement. Notwithstanding anything to the contrary set forth in this Section 2(e), neither Xxxxx Xxxxxx, Xxxxxx Family LLC or their successors and assigns shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of include in any such securities shall have been made) to elect not to file Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofHolder.

Piggyback Registration. If, at any time within the four (4) year period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form Forms S-4 or S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Underwriter or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Underwriter and such Holders of the Registrable Warrants and/or the Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registration statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, at (a) At any time within following the period commencing one expiration of the Relevant Restricted Period, if, other than pursuant to Sections 4.1 and a Demand Registration requested by an Investor (1) year and expiring five (5) years after the Effective Dateas defined in this Agreement), the Company should proposes to file a registration statement with the Commission under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement (a) on Form X-0, Xxxx X-0 or any successor forms thereto, (b) filed solely in connection with any employee benefit or dividend reinvestment plan or (c) for the purpose of effecting a merger rights offering relating to the Company Common Stock) or other business combination transaction or pursuant to Form S-8) it for the account of any of its security holders, the Company will give to each Investor written notice by registered mail, of such filing at least thirty fifteen (3015) calendar days prior to the anticipated filing of date (the “Piggyback Notice”). The Piggyback Notice shall offer each Investor, subject to the restrictions set forth in Section 3.2, the opportunity to include in such registration statementstatement the number of Registrable Securities (for purposes of this Section 4.3, “Registrable Securities” shall be deemed to the Underwriter and to all other Holders mean solely securities of the Underwriter's Warrants same type and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention class as those proposed to do so. If the Holders of the Registrable Securities notify be offered by the Company within twenty for its own account) as they may request (20) calendar days after receipt of any such notice of its or their desire a “Piggyback Registration”). Subject to include any Registrable Securities in such proposed registration statementSection 4.3(b), the Company shall afford include in each such Piggyback Registration all Registrable Securities with respect to which the Holders Company has received written requests for inclusion therein within seven (7) days after notice has been given to the Investors. The Company shall be required to maintain the effectiveness of the Registrable Securities Registration Statement for a Piggyback Registration for a period of 180 days after the opportunity to have effective date thereof or such shorter period in which all Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall Registration Statement have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have actually been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofsold.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Representative and to all other Holders of the Underwriter's Stock Warrants, the Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b7(a). Notwithstanding the provisions of this Section 7(c7(b) and the provisions of Section 7(d7(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c7(b) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at At any time within prior to the period commencing one (1) year and expiring five (5) years after Registration of all of the Effective DateRegistrable Securities, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give shall advise Holder by written notice by registered mail, at least thirty ten (3010) calendar days prior to the filing of each any registration statement under the Act by the Company (other than a registration statement on Form S-4, Form S-8 or subsequent sxxxxxx xxxxx), and will upon the provision of written notice from Holder as described below include in any such registration statement, statement (the "Initial Registration") such information as may be required to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders permit a public offering of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire desired to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity be registered by Holder. If Holder desires to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, Holder must so advise the Company will, in writing within six ten (610) months days after the date of completion of such underwritten offering, file at the expense receipt of the Company's notice of registration, a setting forth the amount of Registrable Securities for which registration statement so as is requested; provided, however, that if the sole underwriter or managing underwriters advise the Company that the inclusion in the offering of securities proposed to permit a public offering and sale be sold by Holder would adversely affect the ability of the Registrable Securities so excluded for a period of nine (9) monthsCompany to complete the offering, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), then the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective reduce the number of whether shares for which Holder is seeking Registration on a written request for inclusion of pro rata basis with all other selling shareholders seeking Registration in any such securities registration statement. The Company shall have been madeuse its best efforts to cause such registration statement to be filed and to become effective and, for a period of six (6) consecutive months from the date such registration statement is declared effective by the Commission and to elect not to file any keep current the prospectus included in such proposed registration statement, or to withdraw the same after either through the filing but prior of periodic reports under the Exchange Act, or by filing post-effective amendments to the effective registration statement, so as to permit the public sale of the Shares. Prior to executing any sales of the Shares, Holder will confirm with the Company that the Prospectus included in the Initial Registration is up-to-date thereofand that such Shares may be lawfully sold.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datedate hereof, the Company should proposes to file a registration statement with the Commission under the Securities Act (providing for a public offering of the Company's securities, other than in connection with a merger registration statement on Form S-8 or other business combination transaction Form S-4 or pursuant any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statementstatement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementbe incorporated by reference, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included if any, in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d"Piggyback Registration Statement"), the Company will notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to 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 in writing, and in such notice shall have inform the right at any time after Company of the number of Registrable Shares such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Shares held by it shall have given written notice and the intended method of disposition of such securities as is required pursuant to this Section 7(c) (irrespective Regulation S-K promulgated under the Securities Act to effect the registration of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.Registrable

Piggyback Registration. If, at any time within the period commencing one (1) year on _____ __, 1998 and expiring five six (56) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) X-0, Xxxx X-0 or any successor form thereto), it will give written notice by registered mail, or certified mail at least thirty twelve (3012) calendar business days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof and/or Warrant Securities of its intention to do so. If the Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty in writing not more than ten (2010) calendar business days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 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 to withdraw the same after the filing but prior to the effective date thereof. Furthermore, if the managing underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Warrant Securities requested to be included in the registration statement concurrently with the securities being registered by the Company would materially and adversely affect the distribution of such securities by the Company for its own account, then the Warrant Securities shall nevertheless be included in such registration statement but withheld from the market for a period not to exceed sixty (60) days, which period the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Piggyback Registration. (a) If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datedate hereof until the expiration of the Warrant Exercise Term, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a benefit plan, merger or other business combination transaction or pursuant to Form S-8) S-0, X-0 or comparable registration statement that is not intended to register the sale of securities), it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statementstatement (a “Registration Statement”), to the Underwriter Placement Agent and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities, of its intention to do so. If the Placement Agent or other Holders of the Registrable Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities Warrant Shares in such proposed registration statementRegistration Statement, the Company shall afford the Placement Agent and such Holders of the Registrable Warrant Securities the opportunity to have any such Registrable Warrant Shares registered under such Registration Statement; provided, however, the Company shall not be required to register for sale, and the Placement Agent and any other Holders shall not have the right to request that the Company include for sale any Warrant Securities in an underwritten initial public offering by the Company. Furthermore, in the event that any registration pursuant to this Paragraph 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration statement, unless exceeds the Underwriter for each proposed objects number which can be offered or sold in an orderly manner in such offering within a price range acceptable to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have include in such registration (i) first, the right at any time after it shall have given written notice securities the Company proposes to sell, (ii) second, the re-offer of other outstanding shares requested to be included in such registration; and third, the Warrant Securities, however, only to the extent that the number of Warrant Securities to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the other securities pursuant to this Section 7(cclauses (i) and (irrespective of whether a written request for inclusion of any such securities shall have been madeii) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofabove.

Piggyback Registration. If, at any time within the period commencing one (1) year from the effective date of the registration statement and expiring five four (54) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or other business combination transaction or pursuant to Form S-8S-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Holders and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Holder or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in registered under such registration statement. However, In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense registration by shareholders of the Company, a registration statement so as to permit a public offering and sale the number of the Registrable Securities so excluded for a period of nine (9) months, which such securities shall be in addition allocated pro rata among the holders of Warrants and the holders of other securities entitled to any piggyback registration statement required to be filed pursuant to Section 7(b)rights. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within If the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should Corporation proposes to file a registration statement with the Commission under the Securities Act with respect to an offering of equity securities (other than in connection with a merger an offering on Form S-4 or other business combination transaction or pursuant to Form S-8) it will (A) for the Corporation’s own account or (B) for the account of any of the holders of its equity securities, then, unless the following provision is prohibited by contract, the Corporation shall give written notice by registered mailof such proposed filing to each Holder as soon as practicable (but in no event less than 20 business days before the anticipated filing date), at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in shall offer such proposed registration statement, the Company shall afford the Holders of the Registrable Securities Holder the opportunity to register such number of shares of Registrable Securities as such Holder may request on the same terms and conditions as the Corporation’s or such Holder’s equity securities (a “Piggyback Registration”). Each Holder who desires to have such its Registrable Securities included in such registration statement, unless statement shall so advise the Underwriter for each proposed objects Corporation in writing (stating the number of shares of Common Stock desired to be registered) within 15 business days after the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion date of such underwritten offering, file at notice from the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b)Corporation. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company Any Holder shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written withdraw such request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this section by giving written notice to the Corporation of such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but withdrawal prior to the effective date thereofof the Registration Statement. The Corporation shall include in such registration statement all such Registrable Securities requested to be included therein; provided, however, that the Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered.

Piggyback Registration. If, at (a) At any time within that the period commencing one (1) year and expiring five (5) years after Company proposes to file a Registration Statement, either for its own account or for the Effective Dateaccount of a stockholder or stockholders, the Company should file a registration statement with shall give the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give Holder written notice by registered mail, at least thirty of its intention to do so and of the intended method of sale (30the "Registration Notice") calendar days within a reasonable time prior to the anticipated filing date of each the Registration Statement effecting such registration statement, registration. The Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Underwriter and to all other Holders Company, within ten (10) Business Days after receipt of the Underwriter's Warrants Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Registration Statement and Warrants purchased or purchasable upon exercise thereof any related offering, all to the extent requisite to permit the sale by the Holder of its intention such Restricted Securities in accordance with the method of sale applicable to do so. If the Holders other shares of Common Stock included in such Registration Statement; provided, however, that if, at any time after giving Registration Notice and prior to the Effective Time of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any Registration Statement filed in connection with such notice of its or their desire to include any Registrable Securities in such proposed registration statementregistration, the Company shall afford the Holders determine for any reason not to register or to delay registration of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such eventsecurities, the Company willmay, within six (6) months of completion at its election, give written notice of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior determination to the effective date thereof.Holder and, thereupon:

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b7(a). Notwithstanding the provisions of this Section 7(c7(b) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.Section

Piggyback Registration. If, (a) If at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission proposes to register any of its Equity Interests (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than in connection with a merger whether for the account of the Company or other business combination transaction or pursuant the account of any securityholder of the Company) and the form of Registration Statement to Form S-8) it will be used permits the registration of Registrable Securities, the Company shall give prompt written notice by registered mail, at least thirty to each Stockholder (30which notice shall be given not less than fifteen (15) calendar days prior to the anticipated filing of date), which notice shall offer each such registration statement, to Stockholder the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire opportunity to include any or all of its Registrable Securities in such proposed registration statementRegistration Statement, subject to the Company shall afford the Holders of the Registrable Securities the opportunity limitations contained in Section 2.02(b) hereof. If a Stockholder (in such capacity, a “Participating Holder”) desires to have such its Registrable Securities included in such registration statementRegistration Statement, unless it shall so advise the Underwriter Company in writing (stating the number of shares desired to be registered) within five (5) Business Days after the date of such notice from the Company. Each Stockholder shall have the right to withdraw such Stockholder’s request for each proposed objects to the inclusion of the Stockholder’s Registrable Securities in such registration statement. However, in such event, any Registration Statement pursuant to this Section 2.02(a) by giving written notice to the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant withdrawal. Subject to Section 7(b). Notwithstanding the provisions of this Section 7(c2.02(b) and the provisions of Section 7(d)below, the Company shall have use commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the right Company may at any time after and in its sole and absolute discretion withdraw or cease proceeding with any such registration if it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw at the same after time withdraw or cease proceeding with the filing but prior registration of all other equity securities originally proposed to the effective date thereofbe registered.

Piggyback Registration. If, (a) If at any time within prior to the period commencing one Expiration Date (1as defined by the Warrants) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission proposes to register shares of its Common Stock under the Securities Act on a Registration Statement for the account of stockholders (other than a registration relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of securities proposed to be issued in exchange for other business combination transaction or pursuant securities of the Company) in a manner which would permit registration of the Registrable Securities for sale to Form S-8) the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Purchasers of its intention to do so. If the Holders so and of the Registrable Securities notify Purchasers' rights under this Section 6.2. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Purchaser to the Company made within twenty (20) calendar ten days after receipt the giving of any such notice (which request shall specify the number of its or their desire Registrable Securities intended to be disposed of by the Holder and the intended method of disposition thereof), the Company will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holder, provided that the Company's obligation shall continue after exercise of the Warrants, but it need not include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be Registration Statement filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofExpiration Date.

Piggyback Registration. If, If the Company at any time within proposes to register any of its Equity Securities under the period commencing one (1) year Securities Act, for its own account or for the account of any holder of its securities other than Registrable Securities, on a form which would permit registration of Registrable Securities for sale to the public under the Securities Act, or proposes to register any securities in a so-called “unallocated” or “universal” shelf registration statement and expiring five (5) years after the Effective Datesuch registration would permit registration of Registrable Securities thereunder, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and time give notice to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Registrable Securities of its intention to do so. If Such notice shall describe such securities and specify the Holders form, manner and other relevant aspects of such proposed registration. Any such Holder may, by written response delivered to the Company within ten (10) days after the giving of any such notice by the Company, request that all or a specified part of the Registrable Securities notify held by such Holder be included in such registration. The Company thereupon will use its best efforts as a part of its filing of such form to cause to be included in such registration under the Securities Act all Registrable Securities which the Company within twenty has been so requested to register by the Holders of Registrable Securities, to the extent required to permit the disposition (20) calendar days after receipt in accordance with the methods to be used by the Company or other holders of any such notice of its or their desire to include any Registrable Securities securities in such proposed registration statement, the Company shall afford the Holders registration) of the Registrable Securities the opportunity to have such be so registered. The Company shall be under no obligation to complete any offering of its securities it proposes to make and shall incur no liability to any Holder for its failure to do so. No registration of Registrable Securities included in such registration statement, unless effected under this Section 3 shall relieve the Underwriter for each proposed objects Company of any of its obligations to the inclusion effect registrations of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (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, 2.1 or to withdraw the same after the filing but prior to the effective date thereof2.2 hereof.

Piggyback Registration. If, If the Company at any time within during the year three year period commencing one (1) year and expiring five (5) years after on the Effective Date, date the Company should file a registration statement with becomes subject to the Commission reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), other than in connection with a merger pursuant to Forms X-0, X-0 or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailcomparable form, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and Company shall include the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof issued to the Holder (the "Registrable Securities" in such registration. The Company shall at such time give prompt written notice to all Holders of its intention to do so. If effect such registration and of such Holders' rights under such proposed registration, and upon the Holders request of the Registrable Securities notify any Holder delivered to the Company within twenty (20) calendar days after receipt giving of any such notice of its or their desire to include any (which request shall specify the Registrable Securities in intended to be disposed of by such proposed registration statementHolder and the intended method of disposition thereof), the Company shall afford include such Registrable Securities held by each such Holder requested to be included in such registration; provided, however, that if, at any time after giving such written notice of the Holders Company's intention to register any of the Holder's Registrable Securities and prior to the effective date of the registration statement filed in connection such registration, the Company shall determine for any reason not to register or to delay the registration of such Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration shall thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect of securities being registered for the Company's own account. The Holder shall not be required to give any notice in connection with the Company's initial public offering, in which case, the Registrable Securities shall be automatically included in Registration Statement. Except in connection with the Company's initial public offering, if, in the good faith judgment of the managing underwriter of an underwritten offering, the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the opportunity number of shares to have be offered by the Company or interfere with the successful marketing of the shares of Common Stock to be offered by the Company, the number of shares to be included in such Registrable Securities offering may be reduced in the following manner: (i) any shares of Common Stock to be offered by the officers or directors of the Company shall be excluded from such offering to the extent required by the managing underwriter, and (ii) if a further reduction in the number of shares is required, such shares shall be selected pro rata among all selling stockholders whose shares are included in such registration statement (based upon the number of shares of each stockholder to be included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (i) If the Company shall at any time within propose to file a Registration Statement, other than pursuant to any Demand Registration, for an offering of Ordinary Shares for cash (whether in connection with a public offering of Ordinary Shares by the period commencing one Company, a public offering of Ordinary Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form F-4 or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify Millenium of such proposal reasonably in advance of (1) year and expiring in any event at least five (5) years after Trading Days before) the Effective Date, anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer Millenium the opportunity to include for registration in such Registration Statement the number of Registrable Securities as it may request (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration such Registrable Securities for which the Company should file a registration statement with the Commission under the Securities Act has received written requests within five (other than in connection with a merger or other business combination transaction or pursuant 5) days after delivery to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders Millenium of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Piggyback Notice (“Piggyback Request”) for inclusion therein. If Millenium decides not to include all of its intention to do so. If the Holders of the Registrable Securities notify in any Registration Statement thereafter filed by the Company within twenty (20) calendar days after receipt of any such notice of its or their desire Company, Millenium shall nevertheless continue to have the right to include any Registrable Securities in such proposed any subsequent registration statement, statement or registration statements as may be filed by the Company shall afford with respect to offerings of Ordinary Shares, all upon the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering terms and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofconditions set forth herein.

Piggyback Registration. If, at any time within the period commencing one (1) year on ___________, 200[2], and expiring five six (56) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) X-0, Xxxx X-0 or any successor form thereto), it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Representative and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof and/or Warrant Securities of its intention to do so. If the Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 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 to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, 3.1. If at any time within during the period commencing one (1) year and expiring five (5) years after the Effective Date, Registration Rights Period the Company should file proposes to register (including for this purpose a registration statement with effected by the Commission Company for shareholders of the Company other than the Holder) equity securities under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded solely for a period of nine cash on Form X-0, X-0 or S-3 (9) months, which shall be in addition to or any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(dreplacement or successor forms), the Company shall have promptly give the right at any time after it Holder of Registrable Securities written notice of such registration (a "Piggyback Registration"). Upon the written request of the Holder given within 30 days following the date of such notice, the Company shall cause to be included in such registration statement and use its reasonable best efforts to be registered under the Securities Act all the Registrable Securities that such Holder shall have given written notice 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; provided further, that, if Telephone and Data Systems, Inc. ("TDS"), the parent corporation of the Company, has assumed the rights and obligations of the Company under this Agreement and the Registrable Securities consist of a class of tracking stock of TDS, then such right of inclusion shall only apply to a registration statement covering an underwritten offering of such class of tracking stock; and provided further, that no request may be made pursuant to this Section 7(c3.1 if within twelve (12) (irrespective months prior to the date of whether such request a written request for inclusion of any such securities registration statement in connection with either a Demand Registration pursuant to Section 2.1 or a Piggyback Registration pursuant to this Section 3.1 shall have been made) declared effective by the Commission. The Company shall have the absolute right to elect not withdraw or cease to prepare or file any such proposed registration statement, statement for any offering referred to in this Section 3 without any obligation or to withdraw the same after the filing but prior liability to the effective date thereofHolder.

Piggyback Registration. If, at any time within the period commencing one (1) year on October __, 1998 and expiring five six (56) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) X-0, Xxxx X-0 or any successor form thereto), it will give written notice by registered mail, or certified mail at least thirty twelve (3012) calendar business days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof and/or Warrant Securities of its intention to do so. If the Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty in writing not more than ten (2010) calendar business days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 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 to withdraw the same after the filing but prior to the effective date thereof. Furthermore, if the managing underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Warrant Securities requested to be included in the registration statement concurrently with the securities being registered by the Company would materially and adversely affect the distribution of such securities by the Company for its own account, then the Warrant Securities shall nevertheless be included in such registration statement but withheld from the market for a period not to exceed sixty (60) days, which period the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Piggyback Registration. If, at (a) At any time within that the period commencing Company proposes to file a Company Registration Statement, including one (1) year and expiring five (5) years after under Sections 2.2 or 2.4 hereunder, either for its own account or for the Effective Dateaccount of a stockholder or stockholders, covering the disposition of securities having an aggregate disposition price of at least $1.0 million, the Company should file a registration statement with shall give the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give Holders written notice by registered mail, at least thirty of its intention to do so and of the intended method of sale (30the “Registration Notice”) calendar days within a reasonable time prior to the anticipated filing date of each the Company Registration Statement effecting such registration statement, Company Registration. Each Holder may request inclusion of all of such Holder’s Registrable Securities in such Company Registration by delivering to the Underwriter and to all other Holders Company, within ten (10) Business Days after receipt of the Underwriter's Warrants Registration Notice, a written notice (the “Piggyback Notice”) stating the number of Registrable Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Registrable Securities specified in the Piggyback Notice to be included in the Company Registration Statement and Warrants purchased or purchasable upon exercise thereof any related offering, all to the extent requisite to permit the sale by the Holders of such Registrable Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of register any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering securities and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.of the Company 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 Holder of Registrable Securities and, thereupon:

Piggyback Registration. If, at any time within from the period commencing one (1) year date hereof and expiring five (5) years after prior to the Effective Date, Expiration Date the Company should file prepares and files a new registration statement with the Commission statement, under the Securities Act of 1933, as amended (the "Act"), otherwise registers securities under the Act (collectively the "Registration Documents") as to any of its securities under the Act (other than in connection with under a merger or other business combination transaction or registration statement pursuant to Form S-8) S-8 or Form S-4 or small business issue equivalent), it will give written notice by registered mail, at least thirty (30) calendar 5 days prior to the filing of each such registration statement, Registration Document to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Registered Holder of its intention to do so. If the Holders of the Registrable Securities notify Registered Holder notifies the Company within twenty (20) calendar 5 days after receipt of any such notice of its or their desire to include any such shares of Common Stock issued or issuable upon exercise of the Warrants (the "Registrable Securities Securities") in such proposed registration statementRegistration Documents, the Company shall afford the Holders of the Registrable Securities Registered Holder the opportunity to have such any Registrable Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to Registration Documents or any registration statement required to be filed pursuant to Section 7(b)other available Registration Document. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)6, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 6 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

Piggyback Registration. If, If the Company at any time within during the year three year period commencing one (1) year and expiring five (5) years after on the Effective Date, date the Company should file a registration statement with becomes subject to the Commission reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), other than in connection with a merger pursuant to Forms X-0, X-0 or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailcomparable form, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and Company shall include the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof issued to the Holder (the "Registrable Securities"), in such registration. The Company shall at such time give prompt written notice to all Holders of its intention to do so. If effect such registration and of such Holders' rights under such proposed registration, and upon the Holders request of the Registrable Securities notify any Holder delivered to the Company within twenty (20) calendar days after receipt giving of any such notice of its or their desire to include any (which request shall specify the Registrable Securities in intended to be disposed of by such proposed registration statementHolder and the intended method of disposition thereof), the Company shall afford include such Registrable Securities held by each such Holder requested to be included in such registration; provided, however, that if, at any time after giving such written notice of the Holders Company's intention to register any of the Holder's Registrable Securities and prior to the effective date of the registration statement filed in connection such registration, the Company shall determine for any reason not to register or to delay the registration of such Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration shall thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect of securities being registered for the Company's own account. The Holder shall not be required to give any notice in connection with the Company's initial public offering, in which case, the Registrable Securities shall be automatically included in Registration Statement. Except in connection with the Company's initial public offering, if, in the good faith judgment of the managing underwriter of an underwritten offering, the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the opportunity number of shares to have be offered by the Company or interfere with the successful marketing of the shares of Common Stock to be offered by the Company, the number of shares to be included in such Registrable Securities offering may be reduced in the following manner: (i) any shares of Common Stock to be offered by the officers or directors of the Company shall be excluded from such offering to the extent required by the managing underwriter, and (ii) if a further reduction in the number of shares is required, such shares shall be selected pro rata among all selling stockholders whose shares are included in such registration statement (based upon the number of shares of each stockholder to be included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time within the period commencing one (1) year and expiring five (5) years after following the Effective Date, the Company should file proposes to register any of its securities (other than a registration statement with on Form S-8 or any successor form for securities to be offered to employees of the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or Company pursuant to Form S-8) any employee benefit plan or a registration statement on form F-4 or any other successor form), for its own account or for the account of any other person, it will shall give written notice by registered mail, at least thirty (30) calendar days prior to the filing Holder of each such registration statement, to intention. Upon the Underwriter and to all other Holders written request of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company Holder given within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementnotice, the Company shall afford the Holders include in such registration all of the Registrable Securities the opportunity to have such Registrable Securities included Shares indicated in such registration statementrequest, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale the disposition of the Registrable Securities shares so excluded for registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing or other factors require a period limitation of nine (9) monthsthe number of shares to be underwritten, which then there shall be excluded from such registration and underwriting, shares held by the Holder, to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in addition such registration, pro rata among them to any the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to be filed pursuant enable the Holder to Section 7(b)complete the distribution and resale of its Registrable Shares. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) the Holder, to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years on or after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days date hereof and prior to the filing of each the Registration Statement contemplated by Section 2.1 hereof, the Company proposes to file a Registration Statement under the Securities Act other than a Special Registration Statement then the Company shall (x) give written notice of such registration statementproposed filing to the Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holders the opportunity to register the sale of such number of shares of Registrable Securities as the Holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration, to the Underwriter extent the Company may do so, on the same terms and conditions as any similar securities of the Company, without violating the registration rights of others as in effect from time to time, subject to customary underwriter cutbacks applicable to all other Holders holders of the Underwriter's Warrants and registration rights (which cutbacks shall be pro rata according to the shares that the holders of Common Stock Registration Rights wish to sell) and Warrants purchased or purchasable upon exercise thereof of its intention subject to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt obtaining any required consent of any selling stockholder(s) to such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in under such registration statement. HoweverAnything herein to the contrary notwithstanding, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of if the Company, a registration statement so as in its sole discretion, elects to permit a public offering and sale of solicit the Registrable Securities so excluded for a period of nine (9) monthsConsent and, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding fact obtains the Consent, then the provisions of this Section 7(c) and the provisions of Section 7(d), the Company 2.2 shall have the right at any time after it shall have given written notice pursuant apply to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSeries C Registration Statement.

Piggyback Registration. IfUnless the Warrant Shares are then eligible to be sold under the provisions of Rule 144 without limitation as to volume, if, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Initial Exercise Date, the Company should file a registration statement with the Commission shall determine to register any Common Stock under the Securities Act (other than for sale in connection with a merger or public offering of Common Stock (other business combination transaction or than pursuant to Form S-8) it an employee benefit plan or a merger, acquisition or similar transaction), the Company will give written notice thereof to Holder and will include in the Registration Statement with respect thereto any of the Warrant Shares which Holder may request be included ("Included Shares") by registered mail, at least thirty (30) calendar days prior a writing delivered to the filing of each such registration statementCompany within 15 days after the notice given by the Company to Holder; provided, however, that the Company shall be excused from its obligations hereunder to register the Warrant Shares to the Underwriter and extent it is prohibited or restricted from doing so pursuant to all other Holders contracts or agreements existing as of the Underwriter's Warrants Initial Exercise Date; and provided, further, that if the offering is to be a firm underwriting, and the representative of the underwriters of the offering refuse in writing to include in the offering all of the shares of Common Stock requested by the Company and Warrants purchased or purchasable upon exercise thereof others, the shares to be included shall be allocated first to the Company and any shareholder who initiated such Registration and then among the others based on the respective number of its intention to do soshares of Common Stock held by such persons. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementdecides not to, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offeringand does not, file at the expense of the Company, a registration statement so as Registration Statement with respect to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (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 statementRegistration, or after filing determines to withdraw the same after the filing but prior to before the effective date thereof, the Company will promptly so inform Xxxxxx, and the Company will not be obligated to complete the registration of the Included Shares included therein.

Piggyback Registration. If, In the event that the Company shall propose a Registration at any time within when a Registration Statement is not effective pursuant to Section 2 above, then the period commencing one Company shall give to each Holder written notice (1the "Registration Notice") year and expiring five of such proposed Registration (5) years after which notice shall include a statement of the Effective Dateproposed filing date thereof, the Company should file a registration statement with underwriters and/or managing underwriters of the Commission under subject offering, and any other known material information relating to the Securities Act (other proposed Registration) not less than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar or more than sixty (60) days prior to the filing of each such registration statementthe subject Registration Statement, and shall, subject to the Underwriter and to limitations provided in this Section 3, include in such Registration Statement all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders a portion of the Registrable Securities notify Shares owned by each Holder, as and to the extent that such Holder may request same to be so included by means of written notice given to the Company within twenty (20) calendar days after receipt the Company's giving of the Registration Notice. Each Holder shall be permitted to withdraw all or any such notice part of its or their desire Registrable Shares from a Registration Statement by written notice to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right given at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.of the Registration Statement. In the event of the inclusion of Registrable Shares pursuant to this Section 3, the Company shall bear all of the Costs and Expenses of such Registration; provided, however, that each Holder shall pay, pro rata based upon the number of its Registrable Shares included therein, the underwriters' discounts, commissions and compensation attributable solely to the inclusion of such Registrable Shares in the overall public offering. Notwithstanding anything to the contrary contained herein, the Company's obligation to include a Holder's Registrable Shares in any such Registration Statement shall be subject, at the option of the Company, to the following further conditions:

Piggyback Registration. If, at any time within commencing after the period commencing one (1) year date hereof and expiring five seven (57) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Shares of its intention to do so. If the Underwriter or other Holders of the Registrable Securities Warrants and/or Warrant Shares notify the Company within twenty (20) calendar business days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Underwriter and such Holders of the Registrable Securities Warrants and/or Warrant Shares the opportunity to have any such Registrable Securities included Warrant Shares registered under such registration statement. If, at any time after giving written notice of its intention to register securities pursuant to this Section 7.2 but prior to the effective date of the related registration statement, the Company shall determine for any reason not to register such securities, the Company shall give, written notice of such determination to the Underwriter and to each Holder of Warrants and/or Warrant Shares and, thereupon, shall be relieved of its obligation to register any Warrant Shares in connection with such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (i) If the Company shall at any time within propose to file a Registration Statement, other than pursuant to any Demand Registration by Bank Leumi, for an offering of Ordinary Shares for cash (whether in connection with a public offering of Ordinary Shares by the period commencing one Company, a public offering of Ordinary Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form F-4 or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify Bank Leumi of such proposal reasonably in advance of (1) year and expiring in any event at least five (5) years after Trading Days before) the Effective Date, anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer Bank Leumi the opportunity to include for registration in such Registration Statement the number of Registrable Securities as it may request (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration such Registrable Securities for which the Company should file a registration statement with the Commission under the Securities Act has received written requests within five (other than in connection with a merger or other business combination transaction or pursuant 5) days after delivery to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders Bank Leumi of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Piggyback Notice (“Piggyback Request”) for inclusion therein. If Bank Leumi decides not to include all of its intention to do so. If the Holders of the Registrable Securities notify in any Registration Statement thereafter filed by the Company within twenty (20) calendar days after receipt of any such notice of its or their desire Company, Bank Leumi shall nevertheless continue to have the right to include any Registrable Securities in such proposed any subsequent registration statement, statement or registration statements as may be filed by the Company shall afford with respect to offerings of Ordinary Shares, all upon the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering terms and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofconditions set forth herein.

Piggyback Registration. If, at any time within commencing after the period commencing one (1) year date hereof and expiring five (5) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with an initial public offering of shares of Common Stock of the Company or in connection with a merger or other business combination transaction or pursuant to Form S-8S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) calendar 30 days prior to the filing of each such registration statement, to the Underwriter and to all other Holders Holder(s) of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Shares of its intention to do so. If the Holders any of the Registrable Securities Holder(s) of the Warrant Shares notify the Company within twenty (20) calendar 20 days after receipt mailing of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Holders such Holder(s) of the Registrable Securities Warrant Shares the opportunity to have any such Registrable Securities Warrant Shares registered under such registration statement. In the event that such registration relates to an underwritten public offering and the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration statementexceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities Company will include in such registration statement. However(a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such event, registration which in the Company will, within six (6) months of completion opinion of such underwritten offeringunderwriter can be sold, file at pro rata among the expense Holder(s) of Warrant Shares on the basis of the Company, a registration statement so as to permit a public offering and sale number of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required Warrant Shares requested to be filed pursuant registered by such Holder(s), and (d) fourth, other securities requested to Section 7(b)be included in such registration. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)8.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 8.2 (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, statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within commencing on the period commencing one (1) year Final Closing and expiring five (5) years after the Effective Datethereafter, the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8S-8 or successor forms) it will give written notice by registered or certified mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter Placement Agent and to all other Holders the holder(s) (the "Holders") of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Shares of its intention to do so. If Upon the Holders written request of the Registrable Securities notify the Company any Holder of Common Stock or Warrant Shares given within twenty ten (2010) calendar days after receipt of any such notice of its or their his desire to include any Registrable Securities Common Stock and/or Warrant Shares in such proposed registration statement, the Company shall afford the Holders such Holder(s) of the Registrable Securities shares of Common Stock and Warrant Shares including the opportunity to have any such Registrable Securities Common Stock and Warrant Shares registered under such registration statement. By execution hereof, the undersigned hereby waives the notice requirements under Section 4.1 with respect to a registration filed in connection with an initial public offering of the Company's securities and the Holder hereby elects to have the Common Stock and the Warrant Shares included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)4.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 4.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within ---------------------- commencing after the period commencing one (1) year date hereof and expiring five seven (57) years after the Effective Datethereafter, the Company should file a registration statement with the Commission Corporation proposes to register any of its securities under the Securities Act (other than in connection with a merger securities under the Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8S-8 or other comparable Form) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Optionee of its intention to do so. If the Holders of Optionee notifies the Registrable Securities notify the Company Corporation within twenty (20) calendar days after receipt of any such notice of its or their his desire to include any Registrable Securities Common Stock owned by him in such proposed registration statementStatement, the Company Corporation shall afford the Holders of the Registrable Securities Optionee the opportunity to have such Registrable Securities included in any of his of Common Stock registered under such registration statement; provided that (i) that in the opinion of counsel for the Corporation such inclusion does not pose any significant legal problem and (ii) that if such Registration Statement is filed pursuant to an underwritten public offering, unless the Underwriter for each proposed objects to underwriter approves such inclusion; provided that if the underwriter does not approve of the inclusion of the Registrable Securities any or all such securities, that no principal shareholder is permitted to include a higher percentage of shares of common stock owned by him in such registration statementRegistration Statement. However, in The Optionee shall bear his proportional exercise of any such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b)registration. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)5, the Company Corporation shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 5 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, If the Company should file a registration statement with the Commission proposes to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with a merger any acquisition of any entity or other business combination transaction business, (ii) upon the exercise of stock options, or (iii) pursuant to Form S-8) employee benefit plans), it will give shall send to each holder of Registrable Securities, including each holder who has the right to acquire Registrable Securities, written notice by registered mailof such determination and, at least thirty if within fifteen (3015) calendar days prior after receipt of such notice, such holder shall so request in writing, the Company shall use its reasonable best efforts to the filing of each include in such registration statementstatement all or any part of the Registrable Securities such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the Underwriter Company, the managing underwriter shall inform the Company of its belief that inclusion in such distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters and shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all other Holders of securities whose holders have a contractual, incidental right to include such securities in the Underwriter's Warrants registration statement and the as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and Warrants purchased or purchasable upon exercise (ii) any holder thereof (other than the holders of its intention Registrable Securities) having contractual, incidental registration rights, the Company shall then be obligated to do so. If the Holders include in such registration statement only such limited portion (which may be none) of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any with respect to which such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the holder has requested inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofhereunder.

Piggyback Registration. If, If the Company at any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should proposes to file a registration statement with respect to its Common Stock, whether for its own account or for the Commission under the Securities Act account of an Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), other than a registration statement or Form S-4 or S-8 (or any successor or substantially similar form) and other than in connection with a merger on employee compensation plan, or other business combination transaction or securities issued pursuant to Form S-8) it will any such plan, or a dividend reinvestment plan, then the Company shall in each case give written notice by registered mail, of such proposed filing to the Stockholder(s) at least thirty twenty (3020) calendar days prior before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to the filing of each such registration statement, Stockholder(s) the opportunity to the Underwriter and to have any or all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify held by the Company within twenty (20Stockholder(s) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects . If any Stockholder desires to the inclusion of the have its Registrable Securities registered under this Section 4(b), it shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use commercially reasonable efforts to include in such registration statement. However, in Registration Statement all such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required requested to be filed pursuant to Section 7(b)included therein. Notwithstanding the provisions foregoing, if the managing underwriter or underwriters of this Section 7(c) and any such proposed public offering advises the provisions Company that the total number of Section 7(dshares of Common Stock which the Stockholder(s), the Company and any other Persons intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the number of shares of Common Stock to be offered for the accounts of the Stockholder(s) and the Other Holders shall have be reduced pro rata, based upon the right aggregate number of securities to be offered for the accounts of the Stockholder and all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4(b) at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice pursuant becomes effective without any liability or obligation to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofStockholder.

Piggyback Registration. If, (a) If the Company at any time within prior to the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission End Date proposes to register any of its securities under the Securities Act (other than in connection with by a merger registration on Form X-0, X-0 or any successor similar forms or any other business combination transaction form not available for registering the Registrable Securities) for sale to the public, whether or pursuant to Form S-8) not for sale for its own account, it will each such time, at least 30 days prior to filing the registration statement, give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If Upon the Holders written request of any Holder made within 15 days after the receipt of such notice (which request shall specify the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required intended to be filed pursuant to Section 7(b). Notwithstanding the provisions disposed of this Section 7(c) by such Holder and the provisions intended method of Section 7(ddisposition thereof), the Company shall have will use its reasonable efforts to effect the right registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, provided that if, at any time after it shall have given giving written notice pursuant of its intention to this Section 7(c) (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof 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 shall give written notice of such determination to any Holders requesting registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 1.4), without prejudice, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities pursuant to this Section 1.2, for the same period as the delay in registering such other securities.

Piggyback Registration. (a) If, at any time within the period commencing one (1) year and expiring five (5) years after following the Effective Date until the Registration Rights Termination Date, the Company should proposes or is required to file a registration statement with the Commission Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Registrable Shares (other than such securities “Similar Securities”), whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Shares (excluding a Registration Statement that is (i) solely in connection with a merger Special Registration, a dividend reinvestment plan or other business combination transaction or a rights offering, (ii) pursuant to Form S-8a Demand Registration in accordance with Section 3.1 or a Shelf Registration or (iii) it will a “universal” Shelf Registration Statement), the Company shall give written notice by registered mailas promptly as practicable, at least thirty but not later than ten (3010) calendar days prior to the anticipated date of filing of each such registration statementRegistration Statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Shareholder of its intention to do so. If the Holders of the effect such registration and shall include in such registration all Registrable Securities notify Shares with respect to which the Company has received a written request from the Shareholder for inclusion therein within twenty ten (2010) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense date of the Company, ’s notice (a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b“Piggyback Registration”). Notwithstanding In the provisions of this Section 7(c) event that the Shareholder makes such written request, the Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company and the provisions of Section 7(d)managing underwriter, the Company shall have the right if any, at any time after it shall have given written notice pursuant to this Section 7(cat least two (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 to withdraw the same after the filing but Business Days prior to the effective date thereofof the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 3.2(a), whether or not the Shareholder has elected to include Registrable Shares in such registration. No Piggyback Registration shall count towards the number of Demand Registrations to which the Shareholder is entitled under Section 3.1(b).

Piggyback Registration. If, at any time within the period commencing one (1i) year and expiring five (5) years after the Effective Date, Should the Company should file a registration statement with the Commission propose to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than whether for the account of the Company or the account of any securityholder of the Company) at any time or from time to time when it is in connection with a merger or other business combination transaction or pursuant default of its obligations under Section 1.2(a) and the form of registration statement to Form S-8) it will be used permits the registration of Registrable Securities, the Company shall give prompt written notice by registered mail, at least to each Holder (which notice shall be given not less than thirty (30) calendar days prior to the filing effective date of the Company's registration statement), offering each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the Underwriter and limitations contained in Section 1.2(c)(ii) hereof. Each Holder who desires to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of have its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such his Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, statement shall so advise the Company will, in writing (stating the number of shares desired to be registered) within six twenty (620) months of completion days after the date of such underwritten offering, file at the expense of notice from the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant . Subject to Section 7(b). Notwithstanding the provisions of this Section 7(c1.2(c)(ii) and the provisions of Section 7(d)below, the Company shall have include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the right Company may at any time after withdraw or cease proceeding with any such registration if it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw at the same after time withdraw or cease proceeding with the filing but prior registration of all other equity securities originally proposed to the effective date thereofbe registered.

Piggyback Registration. IfUnless the Registrable Shares are then included in a Registration Statement or can be sold under the provisions of Rule 144 without limitation as to volume, at whether pursuant to Rule 144(k) or otherwise, if SUUB shall determine to register any time within the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission Common Stock under the Securities Act (other than for sale in connection with a merger or public offering of Common Stock (other business combination transaction or than pursuant to Form S-8) it an employee benefit plan or a merger, acquisition or similar transaction), SUUB will give written notice by registered mail, at least thirty (30) calendar days prior thereof to the filing of each Holder and will include in such registration statement, to the Underwriter and to all other Holders Registration Statement any of the Underwriter's Warrants Registrable Shares which Holder may request be included (“ Included Shares ”) by a writing delivered to SUUB within 15 days after the notice given by SUUB to Holder; provided, however, that if the offering is to be firmly underwritten, and the representative of the underwriters of the offering refuse in writing to include in the offering all of the shares of Common Stock requested by SUUB and Warrants purchased or purchasable upon exercise thereof others, the shares to be included shall be allocated first to SUUB and any shareholder who initiated such Registration and then among the others based on the respective number of its intention to do soshares of Common Stock held by such persons. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statementXXXX decides not to, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offeringand does not, file at the expense of the Company, a registration statement so as Registration Statement with respect to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (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 statementRegistration, or after filing determines to withdraw the same after the filing but prior to before the effective date thereof, SUUB will promptly so inform Xxxxxx, and SUUB will not be obligated to complete the registration of the Included Shares included therein.

Piggyback Registration. If, (a) If at any time within the period commencing one Company determines that it will file a Registration Statement for any public offering of its securities, either for its own account or the account of any security holder (1) year a “Piggyback Registration”), then the Company shall give written notice to each Holder, at least 45 days in advance of filing such Registration Statement, that such filing is expected to be made (the “Piggyback Notice”). Such Notice shall also be given by the Company to all other holders of the Company’s securities that are entitled to registration rights with respect to such securities and expiring five all such holders shall be offered the opportunity to have such securities included in the Piggyback Registration. Such Notice to each Holder shall be deemed to be confidential information about the Company and the Holder hereby agrees to maintain the confidentiality of such information and shall not, directly or indirectly, take any action (5) years after including, without limitation, the Effective Datepurchase or sale of the Company’s securities), with respect to such information that is inconsistent with the confidential nature of such information. Upon the written request of any Holder received by the Company no later than 30 days following the Piggyback Notice (the “Piggyback Request”), and subject to the conditions set forth in this Section 2, the Company should file a registration statement with the Commission under the Securities Act (other shall include in such Registration Statement all, but not less than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailall, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify held by such Holder for the purpose of registering those Registrable Securities for sale by or for the account of such Holder. The Company within twenty (20shall have exclusive control over the filing, amending, withdrawal and other actions regarding such Registration Statement in accordance with the provisions of Section 2(c) calendar days after receipt of hereof. The Company shall have no obligation to give notice to any such notice of its Holder with respect to the filing of, or their desire to include any Registrable Securities in such proposed registration statementfor any Holder in, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six any Registration Statement on Form S-4 or Form S-8 (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(bor successor forms thereto). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at (a) At any time that the Company proposes to file a Company Registration Statement within the period commencing one three (1) year and expiring five (53) years after from the Effective Datedate hereof, either for its own account or for the account of a stockholder or stockholders, the Company should file a registration statement with shall give the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give Holders written notice by registered mail, at least thirty of its intention to do so and of the intended method of sale (30the "Registration Notice") calendar days within a reasonable time prior to the anticipated filing date of each the Company Registration Statement effecting such registration statement, Company Registration. Each Holder may request inclusion of any Restricted Securities in such Company Registration by delivering to the Underwriter and to all other Holders Company, within ten (10) Business Days after receipt of the Underwriter's Warrants Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and Warrants purchased or purchasable upon exercise thereof any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, -------- however, that if, at any time after giving written notice of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of ------- register any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering securities and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.of the Company 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 Holder of Restricted Securities and, thereupon:

Piggyback Registration. If, at any time within after an initial public offering of the period commencing one (1) year Company's securities and expiring five (5) years after prior to the Effective Date, Expiration Date the Company should file prepares and files a new registration statement with the Commission statement, under the Securities Act of 1933, as amended (the "Act"), otherwise registers securities under the Act (collectively the "Registration Documents") as to any of its securities under the Act (other than in connection with under a merger or other business combination transaction or registration statement pursuant to Form S-8) S-8 or Form S-4 or small business issue equivalent), it will give written notice by registered mail, at least thirty (30) calendar 10 days prior to the filing of each such registration statement, Registration Document to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Registered Holder of its intention to do so. If the Holders of the Registrable Securities notify Registered Holder notifies the Company within twenty (20) calendar 10 days after receipt of any such notice of its or their desire to include any such shares of Common Stock issued or issuable upon exercise of the Warrants (the "Registrable Securities Securities") in such proposed registration statementRegistration Documents, the Company shall afford the Holders of the Registrable Securities Registered Holder the opportunity to have such any Registrable Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to Registration Documents or any registration statement required to be filed pursuant to Section 7(b)other available Registration Document. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)6, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 6 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

Piggyback Registration. If, If at any time within following the period commencing one (1) year first anniversary of the IPO Effective Date and expiring five (5) years after prior to the Effective Release Date, the Company should proposes to prepare and file a registration statement under the Act with the Commission under SEC, covering equity or debt securities of the Securities Act (other than in connection with a merger Company, or other business combination transaction or pursuant to Form S-8) any such securities of the Company held by its shareholders, it will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) calendar business days prior to the filing of each such registration statement, to the Underwriter and to all other Holders Holders. Upon the written request of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company a Holder (a "Requesting Holder"), made within twenty (20) calendar business days after receipt the date of any such notice of its or their desire to the Notice, that the Company include any Registrable Securities of the Requesting Holder's Bridge Shares and/or Default Shares, as the case may be, in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity use its best efforts to have such Registrable Securities included in cause such registration statement, unless statement (a "Piggyback Registration Statement") to be declared effective under the Underwriter for each proposed objects to Act by the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement SEC so as to permit a the public offering and sale of the Registrable Securities so excluded for a period of nine (9) monthsRequesting Holder's Bridge Shares and/or Default Shares, which shall be in addition as the case may be, pursuant thereto, at the Company's sole cost and expense and at no cost or expense to any registration statement required to be filed pursuant to Section 7(b)the Requesting Holders. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), 2 the Company shall have the right right, at any time after it shall have given written notice Notice pursuant to this Section 7(c) 2 (irrespective of whether a any written request for inclusion of any such securities Bridge Shares and/or Default Shares, as the case may be, shall have already been made) ), to elect not to file any such proposed registration statement, Piggyback Registration Statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time within during the year three year period commencing one (1) year and expiring five (5) years after cornmencing on the Effective Date, date the Company should file a registration statement with becomes subject to the Commission reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), other than in connection with a merger pursuant to Forms X-0, X-0 or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailcomparable form, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and Company shall include the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof issued to the Holder (the "Registrable Securities"), in such registration. The Company shall at such time give prompt written notice to all Holders of its intention to do so. If effect such registration and of such Holders' rights under such proposed registration, and upon the Holders request of the Registrable Securities notify any Holder delivered to the Company within twenty (20) calendar days after receipt giving of any such notice of its or their desire to include any (which request shall specify the Registrable Securities in intended to be disposed of by such proposed registration statementHolder and the intended method of disposition thereof), the Company shall afford include such Registrable Securities held by each such Holder requested to be included in such registration; provided, however, that if, at any time after giving such written notice of the Holders Company's intention to register any of the Holder's Registrable Securities and prior to the effective date of the registration statement filed in connection such registration, the Company shall determine for any reason not to register or to delay the registration of such Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration shall thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect of securities being registered for the Company's own account. The Holder shall not be required to give any notice in connection with the Company's initial public offering, in which case, the Registrable Securities shall be automatically included in Registration Statement. Except in connection with the Company's initial public offering, if, in the good faith judgment of the managing underwriter of an underwritten offering, the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the opportunity number of shares to have be offered by the Company or interfere with the successful marketing of the shares of Common Stock to be offered by the Company, the number of shares to be included in such Registrable Securities offering may be reduced in the following manner: (i) any shares of Common Stock to be offered by the officers or directors of the Company shall be excluded from such offering to the extent required by the managing underwriter, and (ii) if a further reduction in the number of shares is required, such shares shall be selected pro rata among all selling stockholders whose shares are included in such registration statement (based upon the number of shares of each stockholder to be included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the period commencing after __________, 1998 (one (1) year from the Effective Date), through and expiring including ________, 2002 (five (5) years after from the Effective Date), the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and Shares underlying the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Underwriter's Warrants, of its intention to do so. If any of the Underwriter or other Holders of the Registrable Securities Underwriter's Warrants and/or the Shares underlying the Underwriter's Warrants, notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Registrable Securities Underwriter's Warrants and/or Shares underlying the Underwriter's Warrants, the opportunity to have any of such Registrable Securities securities registered under such registration statement; provided, however, that in the event the underwriters advise the Company that in their opinion the number of securities requested to be included in such registration statement, unless pursuant to this Agreement and pursuant to any other rights granted by the Underwriter for each proposed objects Company to holders of its securities exceeds the inclusion number of securities that can be sold in the offering without adversely affecting the offering price of the Registrable Securities Company's securities, the Company may first include in such registration statement. However, in such event, all securities the Company will, within six proposes to sell (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.without including the

Piggyback Registration. If, at any time within the four (4) year period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form Forms S-4 or S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Underwriter or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Underwriter and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registration statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, at any time within For a period of three years following the period commencing one (1) year and expiring five (5) years after the Effective Datedate of this Warrant, the Holder shall be entitled to “piggyback” the Warrants and any Warrant Shares on any registration by the Company should file for an offering of any securities of the Company (“Shares”) for cash (including, but not limited to, registration statements relating to secondary offerings of Shares, but excluding any offerings registered on Forms S-4 or S-8 (including reoffer prospectuses included thereunder)). If the proposed offering upon which a Holder exercises such Holder’s piggyback rights shall be an underwritten offering, then, in the event that the managing underwriter or managing underwriters of such offering advise the Company and such Holder in writing that, in their reasonable opinion, the inclusion of all of such Holder’s securities proposed to be sold in such offering would adversely and materially affect the success of the offering, the Shares that shall be included in such offering shall be allocated first to the Company and then pro rata to those persons that have exercised piggyback rights with respect to the Company’s offering; provided that in no event shall any Common Stock requested to be registered by such persons be reduced to less than thirty percent (30%) of the original requested amount. Notwithstanding the foregoing, the inclusion of such Holder’s securities in any registration statement referred to in this Section 5.2 may be reduced as reasonably necessary in the opinion of the Company after consultation with the Commission Company’s counsel to comply with the provisions of Rule 415 under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do soAct. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the The Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall not be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at register any time after it shall have given written notice Warrants or Warrant Shares pursuant to this Section 7(c5.2 that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (irrespective or Rule 144(i)(2), if applicable) or that are the subject of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed then-effective registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the three (3) --------- ------------ year period commencing one (1) year and expiring five four (54) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form Forms S-4 or S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Underwriter or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration registra- tion statement, the Company shall afford the Underwriter and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registration statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, at any time within Until the period commencing one (1) year and expiring five (5) years after first anniversary of the Effective DateTime, if the Company should proposes to file a registration statement with the Commission under the Securities Act with respect to an offering of Common Stock either for the Company's own account or for the account of others who are not Stockholders (other than in connection with a merger registration statement on Form S-4 or other business combination transaction S-8 or pursuant to Form S-8) it will Rule 415 or any substitute form or rule, respectively, that may be adopted by the Commission), the Company shall give written notice by registered mailof such proposed filing to each Stockholder as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), at least thirty (30) calendar days prior and such notice shall offer each Stockholder the opportunity to the filing register such number of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Registrable Securities held by such Stockholder on the same terms and conditions as the other Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do sobeing registered thereunder (a "Piggyback Registration"). If the Holders of the Registrable Securities notify the Company within twenty (20) calendar Each Stockholder will have five business days after receipt of any such notice of its or their desire to include notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should any Registrable Securities Stockholder fail to provide timely notice to the Company, such Stockholder will forfeit any rights to participate in such proposed registration statement, the Piggyback Registration. If the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included determine in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect its sole discretion not to file any or request the effectiveness of such proposed registration statement, or to withdraw delay such filing or effectiveness, the Company may, at its election, provide written notice of such determination to the Stockholders who have provided timely notice of their intention to participate in the Piggyback Registration and (i) in the case of a determination not to file or request effectiveness, shall thereupon be relieved of the obligation to register such Stockholders' Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a filing or effectiveness, shall thereupon be permitted to delay registering such Stockholders' Registrable Securities for the same after period as the delay in such filing but prior or effectiveness. The Stockholders shall not be entitled to select the effective date thereofUnderwriters in connection with any Piggyback Registration.

Piggyback Registration. If, at any time within commencing on the period commencing one (1) year date ---------------------- hereof and expiring five (5) years after the Effective Date, date hereof the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger merger, acquisition or employee stock option or other business combination transaction or pursuant to Form S-8) benefit plan), it will give written notice by registered mailnotice, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof holder of its intention to do so. If the Holders of the Registrable Securities notify holder notifies the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities the Warrant Shares in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities holder the opportunity to have such Registrable Securities included in the Warrant Shares registered under such registration statement; provided, unless however, if in the Underwriter for each proposed objects written opinion of the managing underwriter, if any, of the offering to be made pursuant to the inclusion proposed registration statement, the registration of all or a portion of the Registrable Securities in Warrant Shares pursuant to the proposed registration statement would have an adverse effect on the offering, then the Company may exclude the Warrant Shares from such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)6.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 6.1 (irrespective of whether a written request for inclusion of any such securities Warrant Shares shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If Newco at any time within during the period commencing one (1) year and expiring five (5) years after the Effective Date, the Company should Registration Period proposes to file a registration statement with the Commission under the Securities Act with respect to the public offering of securities of the same type as the Registrable Stock pursuant to a firm commitment underwritten offering solely for cash (other than in connection with a merger registration relating either to (a) a dividend reinvestment, employee stock option, stock purchase or similar plan, (b) a merger, consolidation or reorganization, or (c) any other business combination transaction or pursuant to Form S-8) it will Rule 145 under the Securities Act), Newco shall each such time give written notice by registered mail(the "Newco Notice"), at its expense, to each Holder then having registration rights hereunder of its intention to do so at least thirty (30) calendar 30 days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement with respect to such registration with the Commission. If any such Holder desires to dispose of all or part of its Registrable Stock in connection therewith, it shall deliver to Newco, within 10 days after the giving of the Newco Notice, written notice of such desire (the "Holder's Notice") stating the number of shares of Registrable Stock to be disposed of by such Holder. Newco shall use all reasonable efforts to cause all shares of Registrable Stock specified in such Holders' Notices to be included in the offering so as to permit a public offering and the sale by such Holder or Holders all of the shares of Registrable Securities so excluded for a period of nine (9) monthsStock referred to in such Holders' Notices, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)subject, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (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 statementhowever, or to withdraw the same after the filing but prior to the effective date thereoflimitations set forth in Section 3.3 hereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datedate hereof the Company registers any of its securities under the Securities Act of 1933, as amended, or any successor statute thereto (the "Act") (such period being hereinafter referred to as the "Registration Period"), the Company should file a registration statement with the Commission proposes to register any of its securities under the Securities Act (other than in connection with a merger or other business combination transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8S-4, Xxxx X-0 xx any successor form thereto) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty fifteen (2015) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have such Registrable Warrant Securities included in registered under such registration statement, unless except as otherwise provided herein. In the Underwriter for each proposed objects to the inclusion case of the Registrable Securities registration of shares of its common stock by the Company in such registration statement. However, in such event8 connection with an underwritten public offering, the Company will, within six (6) months of completion of such underwritten offering, file at the expense shall not be required to register Warrant Securities in excess of the Companyamount, a registration statement so as if any, of Warrant Securities that the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be include in addition to any registration statement required to be filed pursuant to Section 7(b)such offering. Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d)16.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) 16.2 (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 to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time within during the year three year period commencing one (1) year and expiring five (5) years after on the Effective Date, date the Company should file a registration statement with becomes subject to the Commission reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), proposes to register any of its securities under the Securities Act of 1933, as amended (the "1933 Act"), other than in connection with a merger pursuant to Forms X-0, X-0 or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailcomparable form, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and Company shall include the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof issued to the Holder (the "Registrable Securities"), in such registration. The Company shall at such time give prompt written notice to all Holders of its intention to do so. If effect such registration and of such Holders' rights under such proposed registration, and upon the Holders request of the Registrable Securities notify any Holder delivered to the Company within twenty (20) calendar days after receipt giving of any such notice of its or their desire to include any (which request shall specify the Registrable Securities in intended to be disposed of by such proposed registration statementHolder and the intended method of disposition thereof), the Company shall afford include such Registrable Securities held by each such Holder requested to be included in such registration; provided, however, that if, at any time after giving such written notice of the Holders Company's intention to register any of the Holder's Registrable Securities and prior to the effective date of the registration statement filed in connection such registration, the Company shall determine for any reason not to register or to delay the registration of such Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration shall thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect of securities being registered for the Company's own account. The Holder shall not be required to give any notice in connection with the Company's initial public offering, in which case, the Registrable Securities shall be automatically included in Registration Statement. Except in connection with the Company's initial public offering, if, in the good faith judgment of the managing underwriter of an underwritten offering, the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the opportunity number of shares to have be offered by the Company or interfere with the successful. marketing of the shares of Common Stock to be offered by the Company, the number of shares to be included in such Registrable Securities offering may be reduced in the following manner: (i) any shares of Common Stock to be offered by the officers or directors of the Company shall be excluded from such offering to the extent required by the managing underwriter, and (ii) if a further reduction in the number of shares is required, such shares shall be selected pro rata, among all selling stockholders whose shares are included in such registration statement (based upon the number of shares of each stockholder to be included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring five (5) years after the Effective Datedate hereof until such time as the Purchaser has sold or otherwise disposed of the Shares, the holders of shares of the Preferred Stock shall be entitled to "piggyback" registration rights with respect to such shares on each occasion that the Company should shall propose to file a registration statement with on Form S-3 ( the Commission "Registration Statement") under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-8) it will give written notice by registered mailof 1933, as amended, covering any shares of Common Stock. The Company shall, at least thirty (30) calendar days prior before filing any such Registration Statement, notify the holders of the Preferred Stock in writing of such filing. For a period of ten (10) days from the receipt of such notice, each holder of the Preferred Stock shall be entitled to provide written notice to the filing Company of each such registration statement, holder's election to include in the Registration Statement up to the Underwriter and to all other Holders number of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable covered by his/her Preferred Stock; provided, however, that simultaneously with such notice such holder shall agree to convert his/her Preferred Stock into Common Stock upon exercise thereof of its intention to do so. If the Holders effectiveness of the Registrable Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statementRegistration Statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the The Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) thereafter to elect not to file any such proposed registration statement, Registration Statement or to withdraw the same after the filing but prior to the effective date thereof. The Company shall pay all expenses relating to the Registration Statement except sales commissions attributable to these securities and except expenses incurred by the Purchaser such as counsel for the Purchaser. Such sale commissions and other expenses incurred by the Purchaser will be borne by the Purchaser.

Piggyback Registration. If, at any time within the three --------- ------------ (3) year period commencing one (1) year and expiring five four (54) years after the Effective Date, the Company should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form Forms S-4 or S-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Warrants and and/or the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof Warrant Securities of its intention to do so. If the Underwriter or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) calendar days after receipt of any such notice of its or their desire to include any Registrable Securities such securities in such proposed registration registra tion statement, the Company shall afford the Underwriter and such Holders of the Registrable Warrants and/or Warrant Securities the opportunity to have any such Registrable Warrant Securities included in registered under such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b). Notwithstanding the provisions of this Section 7(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registra tion statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).