Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided.

Piggyback Registration. (a) If the Company, at any time and from time to time during the Exercise Period the Company time, proposes for any reason to register any of its Common Stock Primary Shares (in any event either for its own account or for the account of other security holders) under the Securities Act (other than pursuant to on Form S-4 or Form S-8 promulgated under the Securities Act (S) 13.1or any successor forms thereto) in connection with an underwritten offering shares of Common Stock to be public for cash on a form that would permit registration of Registrable Shares, or otherwise engage in an underwritten offering of such Common Stockpursuant to an effective Shelf Registration Statement, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Stockholders of its intention to do so. Upon so register such Primary Shares promptly and the Company shall use its commercially reasonable efforts to cause all Registrable Shares included in a written request response delivered by a Stockholder to the Company within five (5) days after delivery of the HolderCompany’s notice to be included in such registration, given or in any prospectus supplement to the prospectus included in an already effective Shelf Registration Statement and underwriting involved therein on the same terms and conditions as the securities otherwise being sold; provided, however, that in the case of an “overnight” or “bought” offering, such requests must be made within 30 days one (1) Business Day after receipt the delivery of any such notice from by the Company; provided further, however, that if the managing underwriter, if any, advises the Company that the inclusion of all Primary Shares, Registrable Shares and Other Shares requested to be included in such registration would interfere with the successful marketing (within a price range acceptable to holders a majority of Registrable Securities that have been requested for inclusion) of the shares of Common Stock proposed to be registered by the Company, then the Company shall in each instance use its best efforts to cause such securities number of Primary Shares, Registrable Shares and Other Shares proposed to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof included in such registration shall be included in the manner stated order set forth below: (i) first, the Primary Shares; (ii) second, the Registrable Shares owned by the Stockholders requesting that their Registrable Shares be included in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees registration pursuant to the terms of this Section 4.2, pro rata based upon the underwriting and then only in number of Registrable Shares owned by each such quantity as will notStockholder requesting inclusion at the time of such registration; and (iii) third, in the opinion Other Shares. (b) No registration effected pursuant to this Section 4.2 shall relieve the Company of the underwritersits obligation to effect any registration upon request under Section 4.1 hereof, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 nor shall any registration hereunder be deemed to require the have been effected pursuant to Section 4.1. The Company will pay all expenses of registration in connection with each registration pursuant to proceed with any registration of its securities after giving the notice herein providedthis Section 4.2.

Piggyback Registration. If If, at any time commencing after the date hereof and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten initial public offering of such Common Stock, shares of the Company or in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Underlying Shares or Restricted Stock Holders of its intention to do so. Upon the written request If any of the Holder, given Holders notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders the opportunity to have any such Option 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 each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, and (c) for third, the purpose of offering such Option Shares or other securities requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders and other owners on the success basis of the offering number of Option Shares or other securities requested to be registered by such Holders and other owners. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If If, at any time commencing one year from the effective date of the registration statement and from time to time during the Exercise Period expiring four (4) years thereafter, the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act of 1933, as amended (athe "Act") on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or other than in connection with a merger or consolidation with pursuant to Form S-8, X-0 xx other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such entityregistration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. In connection with If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any offering involving an underwriting such notice of Restricted Stock its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. If (a) If, at any time and from time prior to time during the Exercise Period seventh anniversary of the date of this Agreement, the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act of 1933, as amended (the "Act"), either for its own account or the account of any other security holder or holders of the Company possessing registration rights ("Other Stockholders") (other than pursuant to Form S-4, Form S-8 or comparable registration statement), it shall give written notice, at least thirty (30) days prior to the filing of each such registration statement, to any Holder(s) of Registrable Securities (as hereinafter defined), of its intention to do so. If such Holder(s) notify the Company within twenty-one (21) days after the receipt of any such notice of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford such Holder(s) of such Registrable Securities the opportunity to have any such Registrable Securities registered for resale by the Holder(s) under such registration statement. The term "Registrable Securities" means (i) all shares of Common Stock owned by a Holder as a result of the exercise of a Warrant, and (ii) all shares of Common Stock which a Holder has an option to purchase under a Warrant, until, in the case of any such security described by (i) or (ii), (a) on Form S-8 (or any successor form)such security is disposed of in accordance with an effective registration statement under the Securities Act, (b) in connection with dividend reinvestment planssuch security is saleable by the Holder pursuant to Rule 144(k), (c) such security is saleable by the Holder pursuant to Rule 144 without regard to any volume limitations, or (cd) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees security is distributed to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed public pursuant to require the Company to proceed with any registration of its securities after giving the notice herein providedRule 144.

Piggyback Registration. If at any Each time and from time to time during the Exercise Period the Company proposes decides to register any of its Common Stock file a Registration Statement under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares on Forms S-4 or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) form for the purpose registration of offering such securities issued or to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or be issued in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock acquisition or employee benefit plan), the Company shall not be required to include such shares unless the Holder agrees give written notice thereof to the terms Holders as soon as practicable but in no event less than ten (10) business days before the intended filing date, which notice shall disclose the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution and the name of the underwriting and then only proposed managing underwriter or underwriters, if any. The Company shall include in such quantity as will not, Registration Statement such Registrable Securities for which it has received written requests for registration within ten (10) business days after such written notice has been given. If in the opinion good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the Registrable Securities and any other Common Stock (including shares of Common Stock issued or issuable upon the exercise or conversion of other securities of the Company) requested to be registered by third parties holding similar registration rights (the "Other Securities") would interfere with the successful marketing of a smaller number of such securities, then the number of Registrable Securities and Other Securities to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise all holders of securities requesting registration of the underwriters' decision, jeopardize and the success number of securities that are entitled to be included in the offering by the Company. Nothing in this (S) 13.3 Underwritten Registration shall be deemed allocated first to require the Company to proceed with any registration of for securities being sold for its securities after giving the notice herein providedown account and thereafter as set forth in Section 2.03 below.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register file a registration statement with respect to any class of equity securities, whether for its Common Stock under the Securities Act own account (other than a registration statement on Form S-4 or S-8, or any successor or substantially similar form or a registration statement covering (i) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan or (Sii) 13.1a dividend reinvestment plan) in connection with an underwritten public offering or for the account of such Common Stock, it shall promptly give written notice to the Holder a holder of securities of the Underlying Shares or Restricted Stock of its intention Company pursuant to do so. Upon registration rights granted by the written request of the HolderCompany (a "Requesting Securityholder"), given within 30 days after receipt of any such notice from the Company, then the Company shall in each instance use its best efforts case give written notice of such proposed filing to cause Holder at least 20 Business Days before the anticipated filing date of any such securities registration statement by the Company, and such notice shall offer to Holder the opportunity to have any or all of the Registrable Securities held by Holder included in such registration statement. If Holder desires to have the Registrable Securities registered under this Section 3, Holder must so advise the Company in writing within 10 Business 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 include in such Registration Statement all the Registrable Securities so requested to be registered under included therein; provided, however, that if such Registration Statement is for an Underwritten Offering, Holder shall join in the Securities Act underwriting on the same terms and registered conditions as the Company or qualified under the Requesting Securityholders and shall execute any state securities lawunderwriting agreement, all to the extent necessary to permit the sale "lock-up" letters or other disposition thereof in the manner stated in such request customary agreements or documents executed by the Holder; PROVIDED, HOWEVER, that Company or the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) Requesting Securityholders in connection with dividend reinvestment planstherewith, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company except Holder shall not be required to include such shares unless the Holder agrees give any representations and warranties relating to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 Company shall be deemed pay all Registration Expenses with respect to require the Company to proceed with any registration of its securities after giving the notice herein providedpursuant to this Section 3(a).

Piggyback Registration. a. If at any time and from time to time during the Exercise Period the Company proposes for any reason to register any of its Common Stock Primary Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Investors of its intention to do so. Upon so register such Primary Shares at least thirty (30) days before the initial filing of such registration statement and, upon the written request of the Holder, given Investors to include in such registration Registrable Shares (which request shall be delivered to the Company within 30 twenty (20) days after receipt delivery of any such notice from by the Company, and shall specify the number of Registrable Shares proposed to be included in such registration and shall state that such Investors desire to sell such Registrable Shares in the public securities markets), the Company shall in each instance use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares requested to be included in such registration would be materially detrimental to the successful marketing (including pricing) of the Primary Shares proposed to be registered under by the Securities Act Company, then the number of Primary Shares and registered or qualified under any state securities law, all Registrable Shares proposed to the extent necessary to permit the sale or other disposition thereof be included in such registration shall be included in the manner stated following order: i. first, the Primary Shares; and ii. second, any Registrable Shares requested to be included in such request registration pursuant to Section 3(a) pro-rata among such Investors holding Registrable Shares based upon the number of Registrable Shares requested to be registered by each such Investor. b. For the purposes of cutbacks pursuant to this Section 3, in no event shall the aggregate amount of Registrable Shares held by the Holder; PROVIDED, HOWEVER, that Investors included in the obligation to give such notice and to use such best efforts shall not apply to any proposal registration be reduced below 20% of the Company total amount of securities included in such registration, except with respect to register any registration of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition Initial Offering wherein the aggregate amount of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock Registrable Shares held by the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, Investors included in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall registration may be deemed reduced to require the Company to proceed with any registration of its securities after giving the notice herein providedzero.

Piggyback Registration. If If, at any time commencing after the effective date of the Registration Statement and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public (other than pursuant except with respect to (S) 13.1) in connection with an underwritten public offering of registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such Common Stock, time it shall promptly will give written notice at the applicable address of record to the Holder each holder of the Underlying Shares or Restricted Stock Registrable Securities of its intention to do so. Upon the written request of any of such holders of the HolderRegistrable Securities, given within 30 twenty (20) days after receipt by such Person of any such notice from the Companynotice, the Company shall will, subject to the limits contained in each instance this Section 4, use its reasonable best efforts to cause all such securities Registrable Securities of said requesting holders to be registered under the Securities Act and registered or qualified for sale under any state securities blue sky law, all to the extent necessary required to permit the such sale or other disposition thereof of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’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 Stockholders”) 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 Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal following order of the Company to register any of its securities under the Securities Act priority: (a) on Form S-8 (or securities held by any successor form)Persons not having any such contractual, incidental registration rights, (b) in connection with dividend reinvestment planssecurities held by any Persons having contractual, or incidental registration rights pursuant to an agreement which is not this Agreement, and (c) for the purpose of offering such securities Registrable Securities sought to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering included by the Company. Nothing in this holders thereof as determined on a pro rata basis (S) 13.3 shall be deemed to require based upon the Company to proceed with any registration aggregate number of its securities after giving the notice herein providedRegistrable Securities held by such holders).

Piggyback Registration. If If, at any time within the period commencing one (1) year and from time to time during expiring five (5) years after the Exercise Period Effective Date, the Company proposes to register any of its Common Stock should file a registration statement with the Commission under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or other business combination transaction or pursuant to Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) calendar days prior to the Holder filing of each such registration statement, to the Underwriter and to all other Holders of the Underlying Shares Underwriter's Warrants and the shares of Common Stock and Warrants purchased or Restricted Stock purchasable upon exercise thereof of its intention to do so. Upon If the written request Holders of the Holder, given Registrable Securities notify the Company within 30 twenty (20) calendar days after receipt of any such notice from the Companyof 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 instance use its best efforts proposed objects to cause the inclusion of the Registrable Securities in such securities 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 registered under filed pursuant to Section 7(b). Notwithstanding the Securities Act provisions of this Section 7(c) and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal provisions of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formSection 7(d), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock 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 be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. If the Company, at any time and from time to time during after that date which is six months after the Exercise Period consummation of the Company initial public offering of the Common Stock, proposes for any reason to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Stockholders of its intention so to do so. Upon register the Primary Shares or Other Shares and, upon the written request of the Holderrequest, given within 30 15 days after receipt delivery of any such notice from by the Company, of any Stockholder to include in such registration Registrable Shares held by such Stockholder (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall in each instance use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company in writing that the inclusion of all Registrable Shares requested by the Stockholders to be included in such registration, together with the inclusion of all Other Shares, would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing , then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in this (S) 13.3 such registration shall be deemed included in the following order: (i) first, the Primary Shares; (ii) second, the Venture Capital Shares requested to require be included in such registration by the Company Venture Capitalists; (iii) third, the Lender Securities requested to proceed with any be included in such registration by the Lenders; and (iv) fourth, the Other Shares and the Registrable Shares requested to be included in such registration by the Stockholders and the holders of its securities after giving Other Shares (pro rata based on the notice herein providednumber of Other Shares and Registrable Shares held by such holders of Other Shares and Registrable Shares).

Piggyback Registration. 2.1 If at any time and from time to time during the Exercise Period the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its Common Stock the Company other than the Holders) equity securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten a public offering solely for cash on Form S-1, S-2 or S-3 (or any replacement or successor forms), the Company shaxx xxxxxtly (and in no event less than 30 days prior to an initial filing of a registration statement with the Commission with respect to such offering) give each Holder of Registrable Securities written notice of such Common Stockregistration, it shall promptly give written notice including an offer to include in such registration all Registrable Securities as each such Holder then owns (the Holder of the Underlying Shares or Restricted Stock of its intention to do so"Piggyback Registration"). Upon the written request of the Holder, each Holder given within 30 20 days after following the date of receipt of any such notice from the Companyand offer, the Company shall cause to be included in each instance such registration statement and use its best efforts to cause such securities to be registered under the Securities Act and all the Registrable Securities that each such Holder shall have requested to be registered pursuant to the Piggyback Registration. 2.2 If the Underwriters' Representative or qualified under any state Agent shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering or the market price of the Company's stock that is publicly traded, or the timing of such offering, then all selling security holders, including the Company, shall reduce the amount of securities laweach intended to distribute through such offering on a pro rata basis, all based on the estimated gross proceeds from the sale thereof, to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock amount and class which the Company shall not is so advised can be required to include sold without such shares unless the Holder agrees to the terms of the underwriting and then only in material adverse effect on such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedor such price.

Piggyback Registration. If at any Each time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock Equity Securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any security holder of the Company) or proposes to make such an offering of equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act (other than pursuant such as a "universal shelf" registration statement) and the form of registration statement to (S) 13.1) in connection with an underwritten public offering be used permits the registration of such Common StockRegistrable Shares, it the Company shall promptly give prompt written notice to each Stockholder, holding Registrable Shares (which notice shall be given not less than 30 days prior to the Holder effective date of the Underlying Shares Company's registration statement), which notice shall offer each such Stockholder the opportunity to include any or Restricted Stock all of its intention or his Registrable Shares in such registration statement, subject to do sothe limitations contained in Section 3(b) hereof. Upon Each Stockholder who desires to have its or his Registrable Shares included in such registration statement shall so advise the written request Company in writing (stating the number of the Holder, given shares desired to be registered) within 30 20 days after receipt the date of any such notice from the Company. Any Stockholder shall have the right to withdraw such Stockholder's request for inclusion of such Stockholder's Registrable Shares in any registration statement pursuant to this Section 3(a) by giving written notice to the Company of such withdrawal. Subject to Section 3(b) below, the Company shall include in each instance use its best efforts to cause such securities registration statement all such Registrable Shares so requested to be registered under the Securities Act and registered or qualified under any state securities lawincluded therein; provided, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVERhowever, that the obligation to give Company may at any time withdraw or cease proceeding with any such notice and to use such best efforts registration if it shall not apply to any proposal of at the Company to register any of its securities under the Securities Act (a) on Form S-8 (same time withdraw or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection cease proceeding with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedall other Equity Securities originally proposed to be registered.

Piggyback Registration. If the Company at any time and from time proposes to time during effect an Underwritten Offering of any class of its equity securities for its own account or for the Exercise Period account of a holder of securities of the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to registration rights granted by the Company (S) 13.1) in connection with an underwritten public offering a "Requesting Shareholder"), whether under a previously effective shelf registration statement or a registration statement filed for the purpose of such Common StockUnderwritten Offering (a "Piggyback Registration"), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, then the Company shall in each instance use 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 best efforts to cause such securities Registrable Securities offered under this Section shall so advise the Company in writing within five (5) Business Days after the date of receipt of the Company's aforesaid notice (which request shall set forth the amount of Registrable Securities proposed to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formoffered), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock and the Company shall not cause to be required included in such Underwritten Offering all such Registrable Securities so requested to include such shares unless be included therein, provided that the Holder agrees to the terms of Holders thereof execute and deliver the underwriting agreement and then only in other customary documents related to such quantity as will notoffering including, in if requested by the opinion of the managing underwriter or underwriters, jeopardize the success selling stockholder questionnaires, powers of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedattorney and custody agreements.

Piggyback Registration. If If, at any time commencing after the effective date of the Registration Statement and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use its best efforts to cause such writing that in their opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the Securities held by Motor Wheel Corporation subject to a Shareholder Agreement dated October 31, 1996, (c) third, the securities held by the entities that made the demand for registration, (d) fourth, the purpose of offering such securities Representative's Warrants and/or Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Representative's Warrants and/or Warrant Shares on the success basis of the offering number of Representative's Warrants and/or Warrant Shares requested to be registered by such Holders, and (e) fifth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If If, at any time commencing after the effective date of the Registration Statement and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use its best efforts to cause such writing that in their opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (cd) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Representative's Warrant Shares requested to be registered by such Holders, and (e) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If (a) if the Company at any time and from time to time during the Exercise Period the Company proposes proposes, for any reason, to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form F-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock each Shareholder of its intention so to do so. Upon register such Primary Shares or Other Shares and, upon the written request of the Holderrequest, given within 30 days after receipt no later than 10 Business Days prior to such registration of Primary Shares or Other Shares, of any such notice from Shareholder to include in such registration Registrable Shares owned by such Shareholder (which request shall specify the Companynumber of the Registrable Shares proposed to be included in such registration), the Company shall in each instance use its best commercially reasonable efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if such registration is an Underwritten Offering and the managing underwriter formally advises the Company in writing and with sufficient explanation that the inclusion of all Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Shares proposed to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing , then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in this (S) 13.3 such registration shall be deemed to require included in the Company to proceed with any following order: (i) first, Primary Shares; (ii) second, Registrable Shares held by the Shareholders requesting that Registrable Shares be included in such registration, pro rata based upon the number of Registrable Shares owned by each such Shareholder at the time of such registration; and (iii) third, Other Shares held by shareholders requesting that Other Shares be included in such registration, pro rata based on the number of Other Shares owned by each such shareholder at the time of such registration of its securities after giving the notice herein provided.Other Shares (or among such shareholders in such other proportion as they shall otherwise agree);

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company Parent proposes to register any of its Common Stock file a Registration Statement under the Securities Act with respect to an offering of Parent Common Stock for (a) Parent’s own account (other than pursuant to (Si) 13.1a 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 an underwritten public offering of securities solely to Parent’s existing security holders) or (b) the account of any holder of Parent Common Stock (other than Stockholder) pursuant to a demand registration requested by such Common Stockholder, it shall promptly then Parent will give written notice of such proposed filing to Stockholder as soon as practicable (but in no event less than 20 days before the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon anticipated filing date), and upon the written request of the Holderrequest, given within 30 10 days after receipt delivery of any such notice from by Parent, of Stockholder to include Registrable Securities in such registration (which request shall specify the Company, the Company shall in each instance use its best efforts to cause such securities number of Registrable Securities proposed to be registered under included in such registration), Parent will, subject to Section 2.03, include all such Registrable Securities in such registration, on the Securities Act same terms and registered conditions as Parent’s or qualified under such holder’s Parent Common Stock (a “Piggyback Registration”); provided, however, that if, at any state securities law, all time after giving written notice of such proposed filing and prior to the extent necessary business day prior to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal effective date of the Company Registration Statement filed in connection with such registration, Parent shall determine for any reason not to proceed with the proposed registration of the securities, then Parent may, at its election, give written notice of such determination to Stockholder and, thereupon, will be relieved of its obligation to register any of its securities under the Registrable Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment planssuch registration. Parent will control the determination of the form of any offering contemplated by this Section 2.02, or (c) for including whether any such offering will be in the purpose form of an underwritten offering and, if any such securities to another business entity or offering is in the shareholders form of such entity an underwritten offering, Parent will select the lead Underwriter and any additional Underwriters in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedoffering.

Piggyback Registration. If at any time and from time to time during following the Exercise Period the Company ---------------------- Distribution uBid proposes to register any of its Common Stock Shares under the Securities Act for sale to the public by uBid or any other person (other except as provided in Section 7 hereof), uBid shall, not less than pursuant fifteen (15) days prior to (S) 13.1) in connection with an underwritten public offering the proposed date of such Common Stockfiling of a registration statement under the Act, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Stockholders of its intention to do so. Upon A Piggyback Request from any such Stockholder shall state the written request number of Registerable Shares to be registered and the Holder, intended plan of distribution thereof. If uBid receives a Piggyback Request from any Stockholder given within 30 fifteen (15) days after receipt uBid's notice under this Section 3, uBid, subject to the conditions and limitations of any such notice from the CompanySection 4 hereof, the Company shall in each instance will use its best efforts to cause such securities the Registerable Shares covered by Piggyback Request to be so registered under the Securities Act and registered in the proposed registration statement if the proposed registration statement becomes effective, but uBid shall have no obligation to cause, or qualified under use any state securities lawefforts to cause, all any such registration statement to become effective. Registerable Shares covered by a Piggyback Request shall be sold pursuant to the same plan of distribution that applies to the majority of the other Shares covered by such registration statement, except to the extent necessary that uBid otherwise agrees in writing. The rights to permit Piggyback Registration granted by this Section 3 may be exercised an unlimited number of occasions following the sale or other disposition thereof in Distribution. No Piggyback Request may be made by a Stockholder if the manner stated in amount of Shares proposed to be sold could be sold by such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities Stockholder without limitation under Rule 144 under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedAct.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of file a registration statement with respect to its Common Stock Stock, whether (i) for its own account (other than a registration statement on Forms S-4 or S-8 (or any successor or substantially similar form), and other than in connection with (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan, (B) a dividend reinvestment plan, or (C) a "shelf" registration pursuant to Rule 415 under the Securities Act Act) or (other than pursuant ii) for the account of an Other Holder or Other Holders that have a right to request such registration (S) 13.1) in connection with an underwritten public offering of such Common Stocka "Requesting Securityholder"), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, then the Company shall in each instance case give written notice of such proposed filing to the Shareholders at least ten (10) Business Days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to the Shareholders the opportunity to have any or all of the Registrable Securities held by the Shareholders included in such registration statement. If the Shareholders desire to have their Registrable Securities registered under this Section 4 they shall so advise the Company in writing within ten (10) Business Days after the date of receipt of such notice (which requests shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its best commercially reasonable efforts to cause include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if any managing underwriter of any such proposed public offering that is an Underwritten Offering advises the Company that the total number of securities which the Company, the Requesting Securityholders, the Shareholders and any other Persons intended to be included in such proposed Underwritten Offering is sufficiently large to adversely affect the success of such proposed public offering, then the number of securities to be registered under offered for the Securities Act accounts of the Shareholders and registered or qualified under any state all other Persons (other than the Company and the Requesting Securityholders) shall be reduced pro rata, based upon the aggregate number of securities lawto be offered for the accounts of the Shareholders and all Other Persons (other than the Company and the Requesting Securityholders), all to the extent necessary to permit reduce the sale or other disposition thereof in the manner stated total number of securities to be included in such request proposed Underwritten Offering to the number recommended by such managing underwriter before the number of securities offered by the Holder; PROVIDEDCompany or any Requesting Securityholder is so reduced. Anything to the contrary in this Undertaking notwithstanding, HOWEVERthe Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, that postpone or terminate the offering after it becomes effective without any obligation to give such notice and to use such best efforts shall not apply or liability to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedShareholder.

Piggyback Registration. If at (a) At any time following the third anniversary of the Closing (or, if earlier, the termination of the restrictions set forth in Section 6.01(a)(i)) and from time prior to time during the Exercise Period later of (x) the tenth anniversary of the Closing and (y) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 10%, if the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than a registration on Form X-0, X-0 or any successor forms or a registration pursuant to (S) 13.1) in connection with an underwritten public offering of such Common StockRule 145 promulgated by the SEC under the Securities Act), it shall promptly give written notice to the Holder of the Underlying Shares whether or Restricted Stock of not for sale for its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyown account, the Company shall each such time give prompt notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to the Investor, which notice shall set forth the Investor’s rights under this Section 5.02 and shall offer the Investor the opportunity to include in each instance use its best efforts to cause such securities registration statement the number of Registrable Securities of any member of the Investor Group of the same class or series as those proposed to be registered as the Investor may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of the Investor made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by any Registering Investor), the Company shall use commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act and registered or qualified under any state securities law, of all Registrable Securities of each Registering Investor that the Company has been so requested to register by the Investor to the extent necessary to permit the sale or disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves a Public Offering, all Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(g)(i) on the same terms and conditions as apply to the Company, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves a Public Offering (other disposition thereof than pursuant to any Demand Registration, in which case the provisions with respect to priority of inclusion set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Company Securities that the Company and the Registering Investors intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the manner stated in such request by following priority, up to the Holder; PROVIDEDMaximum Offering Size: (i) first, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal so much of the Company Securities proposed to register be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; (ii) second, (x) all Registrable Securities of the Registering Investors requested to be included in such registration by the Investor and (y) all “Registrable Securities” requested to be included in such registration by any of its securities under “Holder” (each as defined in the Securities Act Existing Investors’ Rights Agreement) pursuant to the Existing Investors’ Rights Agreement (aallocated between (x) on Form S-8 and (or any successor formy), (b) in connection with dividend reinvestment plans, or (c) if necessary for the purpose offering not to exceed the Maximum Offering Size, pro rata among such Registrable Securities and such “Registrable Securities” (as defined in the Existing Investors’ Rights Agreement) requested to be included in such registration by the Registering Investors and the “Holders” (as defined in the Existing Investors’ Rights Agreement), respectively); and (iii) third, any securities proposed to be registered for the account of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation any other Persons, with such entity. In connection with any offering involving an underwriting of Restricted Stock priorities among them as the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provideddetermine.

Piggyback Registration. If If, at any time commencing after the date hereof and expiring seven (7) years from time to time during the Exercise Period date hereof, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holder and to all other Holder(s) of the Underlying Shares or Restricted Stock Warrants and/or the Warrant Securities, if not previously sold pursuant to this Section 7, of its intention to do so. Upon If the written request Underwriters or other Holder(s) of the Holder, given Warrants and/or Warrant Securities notify the Company within 30 twenty-five (25) days after receipt of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall in each instance use its best efforts afford the Underwriters and such Holder(s) of the Warrants and/or Warrant Securities the opportunity to cause have any such securities to be Warrant Securities registered under such registration statement (sometimes referred to herein as the Securities Act and registered or qualified under any state securities law"Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. If at any time During the period beginning _____(__) months following the Effective Date and from time to time during ending twenty-four (24) months following the Exercise Period Effective Date (the "Piggyback Period"), the Company proposes will notify the Holders in writing at least thirty (30) days prior to register any of filing its Common Stock first registration statement under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten during the Piggyback Period for purposes of 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 Common Stock, it shall promptly give written notice to the Holder registration statement all or any part of the Underlying Shares Registrable Securities not previously sold by the 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 Restricted Stock any part of its intention to do so. Upon the written request of the Holdersuch Registrable Securities, given such Holder will, within 30 twenty (20) 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 the number of shares the Holder wishes to include in such registration statement. Notwithstanding anything in this Section 1.02 to the contrary, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall in each instance use its best efforts determine for any reason not to cause register such securities to be registered under the Securities Act and registered or qualified under any state securities lawsecurities, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of 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 of its securities under the Registrable Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees abandoned registration without prejudice to the terms rights of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in Holders under this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 1.02.

Piggyback Registration. If If, at any time within the period commencing one (1) year and from time to time during expiring seven (7) years after the Exercise Period Effective Date, the Company proposes to register any of its Common Stock should file a registration statement with the Commission under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or other business combination transaction or pursuant to Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) calendar days prior to the Holder filing of each such registration statement, to the Underwriter and to all other Holders of the Underlying Shares Underwriter's Warrants and the shares of Common Stock and Warrants purchased or Restricted Stock purchasable upon exercise thereof of its intention to do so. Upon If the written request Holders of the Holder, given Registrable Securities notify the Company within 30 twenty (20) calendar days after receipt of any such notice from the Companyof 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 instance use its best efforts proposed objects to cause the inclusion of the Registrable Securities in such securities 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 registered under filed pursuant to Section 7(b). Notwithstanding the Securities Act provisions of this Section 7(c) and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal provisions of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formSection 7(d), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock 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 be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. If at any time and from time to time during the Exercise Period period commencing on the date that is six months following the closing date of an initial public offering of the Common Stock and ending on the Expiration Date, the Company 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 (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyplan, the Company shall in each instance use its best efforts to cause such or a dividend investment plan; (ii) a registration of securities proposed to be registered under the Securities Act and registered issued in exchange for securities or qualified under any state securities lawassets of, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with with, another corporation or other entity; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company), it will at such entitytime give prompt written notice to the Holder of its intention to do so (the “Section 9.1 Notice”). In connection with any offering involving an underwriting Upon the written request of Restricted Stock the Holder given to the Company shall not within ten (10) days after the giving of any Section 9.1 Notice setting forth the number of shares of Warrant Stock intended to be required to include such shares unless disposed of by the Holder agrees and the intended method of disposition thereof, the Company will include or cause to be included in the Registration Statement the shares of Warrant Stock which the Holder has requested to register, to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing extent provided in this Section 9 (S) 13.3 shall be deemed to require a “Piggyback Registration”). Notwithstanding the foregoing, the Company to proceed may, at any time, withdraw or cease proceeding with any registration pursuant to this Section 9.1 if it shall at the same time withdraw or cease proceeding with the registration of its securities after giving the notice herein provided.Common Stock originally proposed to be registered. The Company shall be obligated to file and cause the effectiveness of only one (1)

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company Camelot proposes to register on its own behalf or on behalf of its current principal management stockholders (the "Management Holders") any of its Common Stock stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering of such Common Stocksecurities for cash (other than a registration on Form S-8 or any successor form relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act), it shall Camelot shall, at such time, promptly give Purchaser written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration. Upon the written request of the Holder, Purchaser given within 30 twenty (20) days after receipt mailing of any such notice from the Companyby Camelot in accordance with Section 7.6 below, the Company Camelot shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock Common Stock issuable on conversion of such entity or in connection with a merger or consolidation with such entityshares of Class E Preferred Stock that Purchaser has requested to be registered (the "Registrable Securities"). In connection with any offering involving an underwriting of Restricted Stock shares of Common Stock, if the Company total amount of securities, including Registrable Securities, requested by the Management Holders and Purchaser exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then Camelot shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion offering only that number of such securities, including Registrable Securities, which the underwriters, underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among Purchaser and the Management Holders according to the total amount of securities entitled to be included therein owned by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeach such selling holder).

Piggyback Registration. If at any time and from time to time during after the Exercise Period Issue Date and prior to the Expiration Date, the Company proposes to register any shares of its Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for the account of stockholders (other than one relating to (i) a registration of 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 (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyplan, the Company shall in each instance use its best efforts to cause such or a dividend investment plan; (ii) a registration of securities proposed to be registered under the Securities Act and registered issued in exchange for securities or qualified under any state securities lawassets of, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with with, another corporation or other entity; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares of Common Stock under the Warrant for sale to the public under the Securities Act (a “Piggyback Registration”), it will at such entitytime give prompt written notice to the Registered Holder of its intention to do so and of the Registered Holder’s rights under this Section 10.1 (the “Section 10.1 Notice”). In connection with any offering involving an underwriting The rights are referred to in this Section 10.1 are “Piggyback Registration Rights”. Upon the written request of Restricted Stock the Registered Holder to the Company, to be received by the Company shall not within ten (10) days after the giving of any Section 10.1 Notice, setting forth the number of Shares intended to be required disposed of by the Registered Holder and the intended method of disposition thereof, the Company will include in the Registration Statement the Shares which the Registered Holder has requested to include such shares unless the Holder agrees register, to the terms of the underwriting and then only extent provided in such quantity as will not, this Section 10. (The Shares set forth in the opinion Section 10.1 Notice or the Section 10.2 Demand being for purposes of this Section 10, the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided“Registrable Shares”.)

Piggyback Registration. 2.1. If at any time and from time to time during the Exercise Period the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its Common Stock the Company other than the Holders) equity securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering solely for cash on Form X-0, X-0 or S-3 (or any applicable replacement or successor forms), the Company shall promptly (and in no event less than 20 days prior to an initial filing of a registration statement with the Commission with respect to such offering) give the Holders written notice of such Common Stockregistration, it shall promptly give written notice including an offer to include in such registration the aggregate number of shares of Registrable Securities as such Holder of the Underlying Shares or Restricted Stock of its intention to do somay request (a "Piggyback Registration"). Upon the written request of the Holder, each Holder given within 30 10 days after following the date of receipt of any such notice from the Companyand offer, the Company shall cause to be included in each instance such registration statement and use its best commercially reasonable efforts to cause such securities to be registered under the Securities Act and registered all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or qualified under cease to prepare or file any state securities lawregistration statement for any offering referred to in this Section 2 without any obligation or liability to any Holder. 2.2. If the Underwriters' Representative or Agent shall advise the Company that, all in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent necessary to permit of the sale or other disposition thereof in amount which the manner stated Company is so advised can be sold without such material adverse effect in such request offering: First, all securities proposed to be sold by the HolderCompany for its own account; PROVIDEDsecond, HOWEVERthe Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 2 on a pro rata basis; and third, that the obligation all other securities requested to give be included in such notice and to use such best efforts shall not apply to any proposal registration. For purposes of the Company to register any foregoing, a material adverse effect on an offering of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or primary shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock by the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require exist if the Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to proceed with any registration be included in such offering exceeds the amount which can be sold in such offering within a price range acceptable to the Company. 2.3. Each Holder shall be entitled to have its Registrable Securities included in an unlimited number of its securities after giving the notice herein providedPiggyback Registrations pursuant to this Section 2.

Piggyback Registration. If If, at any time commencing after the effective date of the Registration Statement and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Representatives' Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If (a) If, at any time and from time to time during the Exercise Period Effectiveness Period, there is not an effective registration statement covering all of Shares and the Company proposes to register any of its Common Stock Equity Securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockshares of such Equity Securities, it shall then the Company will promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given any Holder received within 30 ten (10) days after receipt of any such notice from the Company, the Company shall will, in each instance use its best efforts to instance, cause such securities Holder’s Shares to be registered under the Securities Act and registered or qualified qualified, as the case may be, under any state securities lawlaws; provided, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVERhowever, that the obligation to give such notice and to use cause such best efforts registration shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (ai) on Form S-8 (or any successor form), (bii) in connection with of solely a dividend reinvestment plans, plan or (ciii) for the sole purpose of offering such registered securities to another business entity or the shareholders of such entity Person in connection with the acquisition of assets or shares of capital stock Equity Securities of such entity Person or in connection with a merger merger, consolidation, combination or consolidation similar transaction with such entity. Person. (b) In connection with any underwritten offering involving an underwriting of Restricted Stock securities on behalf of the Company or any Stockholder, the Company shall not be required to include such shares any Shares held by a Holder unless the Holder agrees to the reasonable and customary terms of the underwriting underwriting; provided, however, that (i) such Holder shall not be required to make any representation other than that it is the owner of the applicable Shares that are being included in the offering and then only that it has full power and authority to transfer them pursuant such offering, and (ii) the total indemnification or other liability of such Holder thereunder shall be limited to the aggregate net cash proceeds received by such Holder from the sale of such Shares in such offering. (c) The Company will include in any registration effected pursuant to this Section 1.3 (i) first, securities offered to be sold by the Company and by any holder of demand registration rights that is exercising such rights in connection with such registration, (ii) second, the Piggyback Shares, in each case pro rata based on the number of Shares held thereby (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by offering), and (iii) third, any other securities requested to be included in such registration (in such quantity as will not, in the Company. Nothing in this (S) 13.3 shall be deemed to require written opinion of the Company to proceed with any registration underwriters, jeopardize the success of its securities after giving the notice herein providedoffering).

Piggyback Registration. If at any (a) Unless a registration statement has already been filed and remains effective with respect to the Shares, each time and from time Company determines to time during the Exercise Period the Company proposes to register any of its Common Stock file a registration statement under the Securities Act (other than pursuant to (S) 13.1on Form S-1 solely covering an employee benefit plan, S-4 or S-8) in connection with an underwritten public offering the proposed offer and sale for money of such Common Stockany of its securities, it shall promptly either for its own account or on behalf of any other security holder, Company will give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention determination to do soInvestor. Upon the written request of the Holder, given Investor within 30 thirty (30) days after the receipt of any such notice from the Companywritten notice, the Company shall in each instance use its best efforts to will cause such securities all Shares of Investor to be registered under included in the Securities Act and registered or qualified under any state securities lawregistration statement, all to the extent necessary to permit the legally permissible sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), Investor. (b) If the registration is for a public offering involving an underwriting, Company will so advise Investor as a part of its written notice. In such event, the right of Investor to registration pursuant to this Section is conditioned upon Investor’s participation in connection the underwriting and the inclusion of Investor’s Shares in the underwriting to the extent provided herein. Investor will enter into (together with dividend reinvestment plansCompany and the other shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Company for the underwriting, or provided that the underwriting agreement is in customary form and is reasonably acceptable to Investor. (c) Notwithstanding any other provision of this Section, if the managing underwriter of an underwritten distribution advises Company and Investor in writing that in its good faith judgment the number of Shares and the other securities requested to be registered exceeds the number of Shares and other securities which can be sold in the offering, then (i) the number of Shares and other securities so requested to be included in the offering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in the offering (except for shares to be issued by Company in an offering initiated by Company, which will have priority over the purpose Shares), and (ii) the reduced number of offering such shares will be allocated among all participating holders of Common Stock and investor in proportion, as nearly as practicable, to the respective number of Shares and other securities held by Investor and other holders at the time of filing the registration statement in relation to another business entity or the shareholders total number of such entity in connection with the acquisition of assets or shares of capital stock Common Stock outstanding on a fully diluted basis. All Shares and other securities which are excluded from the underwriting by reason of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall underwriter’s marketing limitation and all other Shares not originally requested to be so included will not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, included in the opinion of registration and will be withheld from the underwritersmarket by Investor for a period, jeopardize not to exceed one hundred eighty (180) days, which the success of managing underwriter reasonably determines is necessary to effect the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedunderwritten public offering.

Piggyback Registration. If If, at any time within the period commencing one (1) year and from time to time during expiring five (5) years after the Exercise Period Effective Date, the Company proposes to register any of its Common Stock should file a registration statement with the Commission under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or other business combination transaction or pursuant to Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) calendar days prior to the Holder filing of each such registration statement, to the Underwriter and to all other Holders of the Underlying Shares Underwriter's Warrants and the shares of Common Stock and Warrants purchased or Restricted Stock purchasable upon exercise thereof of its intention to do so. Upon If the written request Holders of the Holder, given Registrable Securities notify the Company within 30 twenty (20) calendar days after receipt of any such notice from the Companyof 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 instance use its best efforts proposed objects to cause the inclusion of the Registrable Securities in such securities 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 registered under filed pursuant to Section 7(b). Notwithstanding the Securities Act provisions of this Section 7(c) and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal provisions of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formSection 7(d), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock 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 be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. (i) If at any time and from time to time during the Exercise Period when Holders own Registrable Securities, the Company proposes determines to file with the Commission a registration statement (whether or not for its own account and including, for this purpose, a registration effected by the Company for shareholders of the Company other than the Holders) covering any securities that may be used to register any of its Common Stock under Registrable Securities held by the Securities Act Investor (other than pursuant to (S) 13.1) in connection with a registration statement on Form S-4 or S-8), or the Company proposes to effect a Shelf Takedown pursuant to an underwritten public offering of such Common Stockalready effective registration statement, it the Company shall promptly give each Holder of Registrable Securities written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration (a “Piggyback Registration”). Upon the written request of the Holder, each Holder given within 30 twenty (20) days after receipt following the date of any such notice from the Companynotice, the Company shall cause to be included in each instance such registration statement and use its reasonable best efforts to cause such securities to be registered under the Securities Act and registered all of the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the right to withdraw or qualified under cease to prepare or file any state securities lawregistration statement for any offering referred to in this Section 2.1 prior to the effectiveness of such registration statement or the completion of such a Shelf Takedown. (ii) If the Underwriters’ Representative or Agent shall advise the Company in writing that, all in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent necessary of the amount and class which the Company is so advised can be sold without such material adverse effect on such offering: (A) first, all securities proposed to permit the sale or other disposition thereof in the manner stated in such request be sold by the HolderCompany for its own account; PROVIDEDor, HOWEVER, that if such registration is being effected for the obligation to give such notice and to use such best efforts shall not apply to account of any proposal securityholder of the Company pursuant to register any of its demand registration rights comparable to the rights granted in Section 2.2 below, all securities under the Securities Act (a) on Form S-8 (or any successor form)proposed to be sold by such securityholder, (bB) in connection with dividend reinvestment planssecond, or (c) if such registration is being effected for the purpose account of offering any securityholder of the Company pursuant to demand registration rights comparable to the rights granted in Section 2.2 below, all securities proposed to be sold by the Company for its own account (C) third, the Registrable Securities requested to be included in such registration pursuant to this Section 2.1 and all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in this Section 2.1; pro rata based on the amount of such securities then proposed to another business entity or the shareholders of be sold by such entity Persons, and (D) fourth, all other securities requested to be included in connection such registration allocated in accordance with the acquisition of assets or shares of capital stock of priorities then existing among such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Persons. (iii) Each Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed entitled to require the Company have Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to proceed with any registration of its securities after giving the notice herein providedthis Section 2.1.

Piggyback Registration. If If, at any time commencing one (1) year after the Effective Date and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If at any time During the period beginning ______ (__) months following the Effective Date and from time to time during ending twenty-four (24) months following the Exercise Period Effective Date (the "Piggyback Period"), the Company proposes will notify the Holders in writing at least thirty (30) days prior to register any of filing its Common Stock first registration statement under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten during the Piggyback Period for purposes of 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 Common Stock, it shall promptly give written notice to the Holder registration statement all or any part of the Underlying Shares Registrable Securities not previously sold by the 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 Restricted Stock any part of its intention to do so. Upon the written request of the Holdersuch Registrable Securities, given such Holder will, within 30 twenty (20) 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 the number of shares the Holder wishes to include in such registration statement. Notwithstanding anything in this Section 1.02 to the contrary, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall in each instance use its best efforts determine for any reason not to cause register such securities to be registered under the Securities Act and registered or qualified under any state securities lawsecurities, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of 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 of its securities under the Registrable Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees abandoned registration without prejudice to the terms rights of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in Holders under this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 1.02.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (a) except with respect to registration statements on Form S-8 (or any successor formForms S-4, X-0 xx another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Shares of its intention to so do. Upon the written request of any such holder, received by the Company within ten (b10) days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. If the registration statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Shares requested for inclusion pursuant to this Section 4 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Shares requested for inclusion pursuant to this Section 4 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of Registrable Shares and other securities to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced to the required level by reducing (down to zero, if so required) the participation of the holders of Registrable Shares and the participation of the other holders of securities in such offering (such reduction to be pro rata among the holders thereof requesting such registration, based upon the number of shares of other securities owned by such holders, except to the extent the Company has entered into registration rights agreements as of the date hereof granting other holders priority in connection with dividend reinvestment plansunderwriter cutbacks). Notwithstanding the foregoing provisions, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required may withdraw any registration statement referred to include such shares unless the Holder agrees in this Section 4 without thereby incurring any liability to the terms holders of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedRegistrable Shares.

Piggyback Registration. (a) If at any time the Company proposes to register any shares of Common Stock under the Securities Act by registration on Form XX-0, X-0 or any successor or similar general registration form (except registrations on such forms solely for registration of securities offered or sold in connection with an employee benefit plan, stock option plan or dividend reinvestment plan, or a merger, recapitalization, combination or consolidation) for purposes of a sale by the Company for its own account (a “primary offering”), or upon the request or for the account of any holder of its Common Stock, other than in connection with that certain registration of securities in connection with investments made in Strategy Real Estate Investments, Inc. or a demand registration pursuant to Section 2.1 (a “secondary offering”), or for purposes of a combined primary offering and secondary offering, then each such time the Company shall give prompt written notice to the Shareholder of its intention to do so. Such notice shall specify, at a minimum, the number of shares proposed to be registered, the proposed date of filing of such registration statement, any proposed method of distribution of such shares, any proposed managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof (if a primary offering). Upon the written request of any Holder, given within twenty (20) days after the receipt by the Shareholder of any such written notice, the Company will use its reasonable commercial efforts to include in such registration statement the number of Registrable Securities specified by the Shareholder in such request for sale pursuant to the intended method of distribution specified in such request; provided, however, that, with respect to any underwritten offering, if the managing underwriter advises the Company and any selling Holder in writing that, in its opinion, the aggregate number of shares proposed to be included in the proposed offering exceeds the Maximum Number, then there shall be included in such offering only such number of Registrable Securities as will not result in an aggregate number of shares to be included in such offering which exceeds the Maximum Number. (b) The Holders may exercise their piggyback registration rights at any time and from time to time during time, without limitation on the Exercise Period number of requests. No piggyback registration effected pursuant to this Section 2.2 shall relieve the Company proposes to register any of its Common Stock obligations to effect demand registrations under Section 2.1. (c) Any Holder shall have the Securities Act (other than pursuant right to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give withdraw from any registration under this Section 2.2 by giving written notice to the Holder Company and any other selling shareholder at least ten (10) business days prior to the anticipated effective date of the Underlying Shares or Restricted Stock registration statement. (d) If, at any time after giving written notice pursuant to this Section 2.2 of its intention to do so. Upon register any shares and prior to the written request effective date of the Holder, given within 30 days after receipt of any registration statement filed in connection with such notice from the Companyregistration, the Company shall in each instance use its best efforts determine for any reason not to cause proceed with the registration process or to delay registration of such securities to be registered under shares, the Securities Act and registered or qualified under any state securities law, all Company shall give written notice of such determination to the extent necessary to permit Holders. In the sale or other disposition thereof in the manner stated in such request case of a determination by the Holder; PROVIDEDCompany not to proceed with the registration process, HOWEVER, that the Company shall be relieved of its obligation to give register any Registrable Securities in connection with such notice and to use such best efforts shall registration (but not apply to from any proposal obligation of the Company to register any of its securities under pay the Securities Act (a) on Form S-8 (or any successor form), (b) Registration Expenses in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedtherewith).

Piggyback Registration. If at any time and from time to time during Within 60 days after the Exercise Period the Company proposes completion of a Stage 4 Investment, QuantRx shall use its reasonable best efforts to register any securities that would be received by stockholders of its Common Stock the Company in connection with any stock-for-stock exchange under Section 8.1 under the Securities Act (other than pursuant for sale to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it the public. QuantRx shall promptly give written notice to the Holder all stockholders of the Underlying Shares or Restricted Stock Company of its intention to do sofile such a registration statement (the "QuantRx Notice"). Upon the written request of the Holderany such stockholder, given received by QuantRx within 30 days after receipt the date the QuantRx Notice is delivered, to register any of any such notice from the Companyholder's registrable securities, the Company shall in each instance QuantRx will use its reasonable best efforts to cause such the registrable securities as to which registration shall have been so requested to be included in the securities to be registered under covered by the Securities Act registration statement proposed to be filed by QuantRx. If any registration pursuant to this Section 8.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of registrable securities to be included in such an underwriting may be reduced on a pari passu basis, or eliminated entirely, if and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts managing underwriter shall not apply to any proposal be of the Company to register any opinion that such inclusion would adversely affect the marketing of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of be sold therein. If QuantRx shall be unable to cause such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not registration to be required effective for all securities eligible to include such shares unless the Holder agrees participate therein pursuant to the terms foregoing provisions, QuantRx shall be obligated to undertake not more than two such additional registrations upon the request of the underwriting and then only in such quantity as will not, in the opinion holders of a majority of the underwritersoutstanding stock delivered by QuantRx in consummating its Stage 4 Investment, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedbut not more frequently than annually.

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company proposes to prepare and file with the Commission a registration statement on Form SB-2 (except if the Company is not then eligible to register for resale the Shares and Warrant Shares, as the case may be (the "Registrable Securities"), on such form, on such other appropriate form in accordance herewith) covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of this Section 3, a "Registration Statement"), the Company will give written notice of its intention to do so by certified mail ("Notice"), at least fifteen (15) days prior to the filing of each such Registration Statement, to the Investor. Upon the written request of the Investor, made within ten (10) days after receipt of the Notice, that the Company include any of its Common Stock the Registrable Securities in the proposed Registration Statement, the Company shall, as to the Investor, use reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register (other than pursuant to (S) 13.1) the "Piggyback Registration"); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such Common Stockoffering, it shall promptly give written notice the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the Holder securities being registered by the Company or the selling shareholder(s), if any, will exceed the maximum amount of the Underlying Shares or Restricted Stock of its intention Company's securities which can be marketed (i) at a price reasonably related to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment planstheir then current market value, or (cii) for without otherwise having an adverse effect on the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock offering, then the Company shall not be required to include may exclude from such shares unless the Holder agrees to the terms offering all or a portion of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed Registrable Securities which it has been requested to require the Company to proceed with any registration of its securities after giving the notice herein provided.register

Piggyback Registration. If If, at any time commencing after the effective date of the Registration Statement and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrants and/or the Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrants and/or Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use its best efforts to cause such writing that in their opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrants and/or Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrants and/or Warrant Shares on the success basis of the offering number of Warrants and/or Warrant Shares requested to be registered by the Company. Nothing such Holders, and (d) fourth, other securities requested to be included in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedsuch registration.

Piggyback Registration. If If, at any time commencing after ____________, 1997, through and including ____________, 2003 (84 months from time to time during the Exercise Period Effective Date), the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-8) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Underwriter and to all other Holders of the Underlying Shares or Restricted Underwriter's Warrants and/or the Common Stock and Warrants underlying same of its intention to do so. Upon the written request If any of the Holder, given Underwriter or other Holders of the Underwriter's Warrants and/or Common Stock and Warrants underlying same notify the Company within 30 twenty (20) days after receipt of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall in afford each instance use its best efforts of the Underwriter and such Holders of the Underwriter's Warrants and/or Common Stock and Warrants underlying same the opportunity to cause have any such securities to be Common Stock and Warrants underlying same registered under such registration statement. Notwithstanding the Securities Act and registered or qualified under any state securities lawprovisions of this Section 7.2, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. (a) If the Company at any time and from time to time during (other than the Exercise Period the initial public offering of Company Shares) proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other shareholders or both (other than pursuant except with respect to (S) 13.1) in connection with an underwritten public offering of registration statements on Forms X-0, X-0 or any successor to such Common Stockforms), each such time it shall promptly will give written notice to the Holder of the Underlying Shares or Restricted Stock Selling Shareholders of its intention to do so. Upon the written request of a Selling Shareholder, received by the Holder, given Company within 30 twenty (20) days after receipt the giving of any such notice from by the Company, the Company shall in each instance will use its best commercially reasonable efforts to cause the Shares of such Selling Shareholder as to which registration shall have been so requested to be included in the securities to be registered under covered by the Securities Act and registered or qualified under any state securities lawregistration statement proposed to be filed by the Company, all to the extent necessary requisite to permit the sale or other disposition thereof by such Selling Shareholder of such Shares so registered. In the event that any registration pursuant to this Section 8.2 shall be, in whole or in part, an underwritten public offering of Shares, the number of Shares of the Selling Shareholders to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 8.2 without thereby incurring any liability to such Selling Shareholders. (b) In the event any Piggyback Shares are included in a registration statement under this Agreement: (i) To the extent permitted by law, the Company will indemnify and hold harmless the Selling Shareholders and each of their respective officers and directors, any underwriter (as defined in the manner stated Securities Act) of the Selling Shareholders and each person, if any, who controls such Selling Shareholders or the underwriter within the meaning of the Securities Act or the Exchange Act (each, for purposes of this Section 8.2, an “Indemnitee”), against any losses, claims, damages or liabilities to which they may become subject under the Securities Act, or the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (A) any untrue statement or alleged untrue statement of a material fact contained in such request registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by the HolderCompany of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, or the Exchange Act or any state securities law; PROVIDEDand the Company will pay to each such Indemnitee, HOWEVERas incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the obligation to give such notice and to use such best efforts this indemnity agreement shall not apply to amounts paid in settlement of any proposal such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to register the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Indemnitee. (ii) to the extent permitted by law, each Selling Shareholder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Company shareholder selling securities in such registration statement and any controlling person of any such underwriter of such other Company shareholder, against any losses, claims, damages, or liabilities to which any of its securities the foregoing persons may become subject under the Securities Act, or the Exchange Act (a) on Form S-8 or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any successor form)Violation, in each case to the extent (band only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with dividend reinvestment planssuch registration; and such Selling Shareholder will pay, as incurred, any legal or (c) for the purpose of offering such securities other expenses reasonably incurred by any person intended to another business entity or the shareholders of such entity be indemnified hereunder, in connection with investigation or defending any such loss, claim, damage, liability, or action; provided, however, that this indemnity agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the acquisition of assets or shares of capital stock consent of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company Selling Shareholder, which consent shall not be required unreasonably withheld. (iii) Promptly after receipt by an indemnified party of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to include such shares unless the Holder agrees be made against any indemnifying party, deliver to the terms indemnifying party a written notice of the underwriting commencement thereof and then only the indemnifying party shall have the right to participate in, and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such quantity as will not, in proceeding. The failure to deliver written notice to the opinion indemnifying party within a reasonable time of the underwriterscommencement of any such action, jeopardize if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the success indemnified party to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may otherwise have to any indemnified party. (iv) the obligations of the Company and each Selling Shareholder under this Section 8.2 shall survive the completion of any offering by the Company. Nothing in of Shares under this (S) 13.3 shall be deemed to require the Company to proceed with any registration Agreement and termination of its securities after giving the notice herein providedthis Agreement.

Piggyback Registration. If the Corporation at any time and from time to time during the Exercise Period the Company proposes for any reason to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Investors of its intention to do so. Upon so register such Primary Shares or Other Shares at least 30 days before the initial filing of such registration statement and, upon the written request of request, delivered to the Holder, given Corporation within 30 20 days after receipt delivery of any such notice from by the CompanyCorporation, of the Investors to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration and shall state that such Investors desire to sell such Registrable Shares in the public securities markets), the Company Corporation shall cause all such Registrable Shares to be included in each instance use its best efforts such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to cause 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 under by the Securities Act Corporation, then the number of Primary Shares, Registrable Shares and registered or qualified under any state securities law, all Other Shares proposed to the extent necessary to permit the sale or other disposition thereof be included in such registration shall be included in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act following order: (a) on Form S-8 (or any successor form)first, the Primary Shares; (b) second, the Registrable Shares requested to be included in connection with dividend reinvestment planssuch registration (or, or if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (c) for third, the purpose Other Shares requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). provided, however, that no such reduction shall reduce the amount of securities of the selling Investors included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial offering and such securities to another business entity registration does not include shares of any other selling stockholders, in which event any or all of the shareholders Registrable Shares of such entity the Investors may be excluded in connection accordance with the acquisition of assets or immediately preceding clause. In no event will shares of capital stock any other selling stockholder be included in such registration that would reduce the number of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting shares which may be included by Investors without the written consent of Restricted Stock the Company shall Investors of not be required to include such shares unless the Holder agrees to the terms less than sixty-five percent (65%) of the underwriting and then only in such quantity as will not, Registrable Shares proposed to be sold in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedoffering.

Piggyback Registration. If If, at any time commencing one year from the effective date of the registration statement and from time to time during the Exercise Period expiring four (4) years thereafter, the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act of 1933, as amended (athe "Act") on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or other than in connection with a merger or consolidation with pursuant to Form S-0, X-0 or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such entityregistration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. In connection with If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any offering involving an underwriting such notice of Restricted Stock its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not be required to include file any such shares unless proposed registration statement, or to withdraw the Holder agrees same after the filing but prior to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. If (a) If, at any time and from time to time during the Exercise Period time, the Company proposes determines to register any of its Common Stock under equity securities either for its own account or the Securities Act (account of a security holder, other than pursuant (i) a registration relating solely to employee benefit plans, or (Sii) 13.1a registration statement on Form S-4, or any successor form, or (iii) a registration relating solely to options or warrants, or to securities issuable in respect of options or warrants, which options or warrants are sold in connection with an underwritten public offering or issuance of such Common Stockdebt securities, it shall the Company will: (x) promptly give to each Holder written notice to the Holder thereof, and (y) include in such registration (and any related qualification under blue sky laws), and in any underwriting involved therein, all of the Underlying Shares Registrable Securities specified in a notice or Restricted Stock of its intention notices to do so. Upon the written request of the Holder, such effect given by a Holder (a “Piggyback Inclusion Notice”) within 30 thirty (30) days after receipt of any such the written notice from the CompanyCompany described in clause (x) of this Section 3(a), the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all except to the extent necessary to permit the sale set forth in Section 3(b). Such written request may specify all or other disposition thereof in the manner stated in such request by the a part of a Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), 's Registrable Securities. (b) If a registration statement for which the Company gives notice under Section 3(a)(x) is for an underwritten public offering, and if the managing underwriter of such underwritten public offering has informed the Company in connection with dividend reinvestment planswriting, or (c) for that in such underwriter's good faith determination the purpose total number of securities which the Company, such Holders and any other persons desiring to participate in such registration intend to include in such public offering is such as to adversely affect the success of such public offering, including the price at which such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock can be sold, then the Company shall not will be required to include in such shares unless registration only the Holder agrees number of securities which it is so advised should be included in such registration and the priority of securities that will be included in such registration and underwriting shall be allocated as follows: (i) first, if the notice provided by the Company in Section 3(a)(x) resulted from the Company's determination to issue and sell Common Shares in a public offering or pursuant to the terms demand registration rights of any other security holder, then the Common Shares which the Company or other security holder proposed to issue and/or sell as stated in such notice; (ii) second, all Registrable Securities requested to be included in such registration by the holders of Registrable Securities and any other securities proposed to be registered for the account of any Person with piggyback registration rights pursuant to a written agreement (allocated, if necessary, pro rata among such holders on the basis of the underwriting number of shares of Registrable Securities and then only other securities so requested to be included in such quantity as will notregistration); and (iii) third, in provided that no securities of any other Person have been excluded from such registration, any other securities which the opinion of Company proposes to register, if any. (c) If a registration statement for which the underwritersCompany gives notice under Section 3(a)(x) is for an underwritten public offering, jeopardize the success of Holders participating therein shall enter into the offering by the Company. Nothing in this underwriting agreement for such offering; provided, however, that (Si) 13.3 no Holder shall be deemed required to require make any representations, warranties or indemnities except as they relate to such Holder's ownership of Registrable Securities, any encumbrances thereon created or permitted by such Holder, the authority of such Holder to enter into, and perform its obligations under, the underwriting agreement, such Holder's intended method of distribution and other information about such Holder that the Company or the managing underwriter(s) reasonably believes is necessary to proceed comply with the Securities Act; and (ii) the liability of such Holder under such underwriting agreement shall be limited to an amount equal to the net proceeds from such public offering received by such Holder. (d) The Company may determine not to file or may withdraw any registration statement of its securities after giving which the Company has given notice herein providedpursuant to Section 3(a)(x) without liability to any Holder.

Piggyback Registration. If If, at any time commencing after the date hereof and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten initial public offering of such Common Stock, shares of Preferred Shares of the Company or in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such 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 each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 8.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. (a) If the Company determines at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockafter December 31, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company 2021 to register any of its securities and file a registration statement thereto under the Securities Act Act, whether or not for sale for its own account (a) other than a registration statement on Form S-8 (X-0, Xxxx X-0 or any successor formor similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall: (i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) If Holders of at least five million dollars ($5,000,000.00) of Registrable Securities so request, include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) Business Days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company). (b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in connection writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with dividend reinvestment plansall other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the managing underwriter may exclude from such registration (i) first, other securities requested to be included in such registration, if any, (ii) second, Registrable Securities that the Holders requested to be included in such registration, pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein and (iii) third, the securities the Company proposes to register for sale. (c) for The Company may in its sole discretion postpone or terminate the purpose of offering such securities registration subject to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 3.

Piggyback Registration. (a) If the Company shall determine at any time and from time to time during before three (3) years after the Exercise Period the Company proposes to register any date of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockthis Agreement, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities and file a registration statement thereto under the Securities Act Act, whether or not for sale for its own account (a) other than a registration statement on Form S-8 (X-0, Xxxx X-0 or any successor formor similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company will: (i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) business days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company). (b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in connection writing that in its opinion the dollar amount or number of Registrable Securities which the Holder or Holders desire to sell taken together with dividend reinvestment plansall other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the Company shall include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration which are Registrable Securities pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein, and (iii) third, other securities requested to be included in such registration, if any. (c) for The Company may in its sole discretion postpone or terminate the purpose of offering such securities registration subject to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 3.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock securities (other than (i) in a demand registration under Section 6.2, (ii) in a registration relating solely to employee benefit plans; (iii) in a registration relating solely to a Rule 145 transaction (such as a registered stock merger transaction); or (iv) in a registration relating to a corporate reorganization or other transaction on Form S-4, or in each case a foreign equivalent thereof) under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common StockAct, it shall promptly give written notice to the Holder Purchaser of the Underlying Shares or Restricted Stock of its intention to do sosuch intention. Upon the written request of the Holder, Purchaser given to the Company within 30 twenty (20) days after receipt of any such notice from the Companynotice, the Company shall include in each instance use its best efforts to cause such securities registration all of the Registrable Securities requested to be registered under in such request. The Company will cause the Securities Act and registered managing underwriter or qualified under underwriters, if any, of any state proposed registration of securities law, all to of the extent necessary Company through underwriters in such offering to permit the sale or other disposition thereof Purchaser, if holding Registrable Securities requested to be included in such registration in the manner stated Shareholder’s notice, to include in the registration for such request by offering all such requested Registrable Securities on the Holdersame terms and conditions as any securities of the Company included therein; PROVIDED, HOWEVERprovided, that the obligation Purchaser shall have given customary representations and warranties and indemnifications in connection therewith. If such underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to give be underwritten, the Purchaser’s Registrable Securities shall be subject to customary underwriter cutbacks applicable to all holders of securities subject to registration in such notice and to use offering; provided, that such best efforts cutbacks shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting Purchaser and then only other participants in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedon a pro rata basis.

Piggyback Registration. (a) If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (SSection 3 hereof) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (aexcept with respect to the IPO, and/or registration statements on Forms S-4 or S-8 and any similar successor forms) on Form S-8 (or any successor forma “Piggyback Registration”), each such time it will give prompt written notice to such effect to all Holders at least thirty (30) days prior to such filing. Upon the written request of any such Holder, received by the Company within twenty (20) days after the giving of any such notice by the Company, to register any of its Registrable Securities, the Company will, subject to Section 2(b) below, cause all Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities so registered. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the Holders. (b) In the event that any Piggyback Registration shall be, in connection with dividend reinvestment planswhole or in part, an underwritten public offering of Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and/or other securities requested to be included in such offering exceeds the number of shares which can be sold in an orderly manner in such offering within a price range acceptable to the Company without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell; (ii) second, the Registrable Securities and/or other securities requested to be included in such registration, pro rata from among the Holders according to the number of Registrable Securities held by such Holders; and (iii) third to other shareholders requesting registration pro rata. Notwithstanding the foregoing, however, the number of Registrable Securities to be included in such registration and underwriting under this Section 2(b) shall not be reduced to less than thirty percent (30%) of the aggregate securities requested to be included by the Holders in such registration without prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting. (c) The right of the holders of Registrable Securities to have their securities registered in a Piggyback Registration shall terminate at the earlier of (i) three (3) years following the consummation of the offering detailed in the Subscription Agreement, or (cii) for the purpose of offering as to any Investor, such securities to another business entity or the shareholders of earlier time at which any Registrable Securities held by such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection Investor (together with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms affiliate of the underwriting and then only Investor with whom such Investor must aggregate its sales under Rule 144) can be sold without registration in such quantity as will not, in the opinion compliance with Rule 144 of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSecurities Act.

Piggyback Registration. If at the Registration Statement described in Section 2 is not effective by the Due Date, and no demand for a Demand Registration Statement has been made pursuant to Section 3, and if (but without any time and from time obligation to time during the Exercise Period do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering of such Common Stocksecurities solely for cash (other than a registration relating solely for the sale of securities to participants in a Company stock plan or a registration on Form S-4 promulgated under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, it shall upon a business combination involving an exchange of securities or upon an exchange offer for securities of the issuer or another entity), the Company shall, at such time, promptly give each Holder written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration (a "Piggyback Registration Statement"). Upon the written request of the Holder, each Holder given by fax within 30 ten (10) days after receipt mailing of any such notice from by the Company, which request shall state the intended method of disposition of such shares by such Holder, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company Registrable Securities that each such Holder has requested to register any be registered. The rights of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities Holders pursuant to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock this Section 4 will be limited to one Piggyback Registration Statement and the Company shall is not be required obligated to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, effect a demand registration under this Section 4 if in the opinion of counsel to the underwriters, jeopardize Company reasonably acceptable to the success person or persons from whom written request for registration has been received (and satisfactory to the Company's transfer agent to permit the transfer) that registration under the Act is not required for the immediate transfer of all of the offering by the Company. Nothing in this (S) 13.3 shall be deemed Registrable Securities pursuant to require the Company to proceed with any registration of its securities after giving the notice herein providedRule 144 or other applicable provision.

Piggyback Registration. (a) If at any time and from any time prior to time during the Exercise Period sixth (6th) year anniversary of the final closing of the Offering, the Company proposes to register prepare and file with the Securities and Exchange Commission a registration statement covering equity or debt securities of the Company, or any such securities of the Company held by its stockholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of this Section 1, collectively, a "Registration Statement"), the Company will give written notice of its intention to do so by registered or certified mail ("Notice"), at least 15 days prior to the filing of each such Registration Statement, to Holder. Upon the written request of Holder, made within 10 days after receipt of the Notice, that the Company include any of its Common Stock the Registrable Shares in the Registration Statement, the Company shall, as to Holder, use reasonable efforts to effect the registration under the Securities Act of 1933, as amended (the "Act"), of the Registrable Shares which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to Holder (other than pursuant any underwriting or other commissions, discounts or fees of any counsel or advisor to (Sthe Holder which shall be payable by the Holder, as further provided in Section 2(b) 13.1) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such Common Stockoffering, it shall promptly give written notice the inclusion of all or a portion of the Registrable Shares requested to be registered, when added to the Holder securities being registered by the Company or the selling stockholder(s), if any, will exceed the maximum amount of the Underlying Shares Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or Restricted Stock of its intention (ii) without otherwise having a material adverse effect on the entire offering, then the Company may, subject to do so. Upon the written request allocation priority set forth in the next paragraph, exclude from such offering all or a portion of the HolderRegistrable Shares which it has been requested to register. Without limiting the generality of the foregoing, given within 30 days after receipt such underwriter or managing underwriter may condition its consent to the inclusion of any all or a portion of the Registrable Shares requested to be registered upon the participation by Holder in the underwritten public offering on the terms and conditions thereof. (b) If securities are proposed to be offered for sale pursuant to such notice Registration Statement by other security holders of the Company and the total number of the Registrable Shares to be offered by Holder and such other selling security holders is required to be reduced pursuant to a request from the Companyunderwriter or managing underwriter (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Registrable Shares to be offered by Holder pursuant to such Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter or managing underwriter believes may be included for all the selling security holders (including Holder) as the original number of securities proposed to be sold by Holder bears to the total original number of securities proposed to be offered by Holder and the other selling securityholders. (c) Notwithstanding the preceding provisions of this Section, the Company shall in each instance use its best efforts have the right at any time after it shall have given written notice pursuant to cause this Section (irrespective of whether any written request for inclusion of such securities shall have already been made) to be registered under elect not to file any proposed Registration Statement, or to withdraw the Securities Act and registered or qualified under any state securities law, all same after the filing but prior to the extent necessary to permit effective date thereof. (d) For purposes of this Agreement, the sale or other disposition thereof in term "Registrable Shares" shall mean each of the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal shares of Common Stock of the Company to register any acquired and beneficially owned by Holder upon the exercise of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity Warrants granted in connection with the acquisition of assets Offering and any securities issued or issuable with respect to such shares of capital Common Stock by way of stock of such entity dividend or stock split or in connection with a merger combination of shares, recapitalization, merger, consolidation or consolidation with other reorganization or otherwise. Once issued, any such entity. In connection with securities shall cease to be Registrable Shares registerable hereunder upon the earlier of (a) the sale of such securities pursuant to an effective registration statement under the Act, (b) the distribution thereof to the public pursuant to Rule 144 (or any offering involving an underwriting of Restricted Stock successor provision) under the Act, (c) a transfer pursuant to which new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Act or any similar state law then in force, (d) they shall have ceased to be required to include such shares unless outstanding, or (e) any and all legends restricting transfer thereof have been removed in accordance with the Holder agrees to provisions of Rule 144(k) (or any successor provision) under the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedAct.

Piggyback Registration. If the Company, at any time and from time to time during the Exercise Period the Company after consummation of a Public Offering, proposes to register any of its Common Stock under the Securities Act for sale to the public (other than pursuant to (S) 13.1) in connection with an underwritten public offering of a registration statement on forms S-4 or S- 8, or any successor forms), each such Common Stock, it shall promptly time the Company will give written notice to the Holder of the Underlying Shares or Restricted Stock each Stockholder of its intention to do so. Upon the written request of a Stockholder received by the Holder, given Company within 30 days after receipt the giving of any such notice from by the Company, to register such number of shares of Restricted Stock owned of record or beneficially by such Stockholder specified in such written request, the Company shall in each instance will use its best efforts to cause such securities the Restricted Stock as to which registration shall have been so requested to be registered under included in the Securities Act and registered or qualified under any state securities lawshares of Common Stock to be covered by the registration statement proposed to be filed by the Company, all to the extent necessary requisite to permit the sale Transfer by each Stockholder (in accordance with his, her or its written request) of such Restricted Stock once so registered. In the event that any registration pursuant to this Section 8.1 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock requested to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the shares of Common Stock to be sold by the Company or any other disposition thereof Person therein. In the event such a reduction is necessary, (1) the Stockholders requesting to sell Restricted Stock in the manner stated public offering shall bear the reduction on a pro rata basis, based on the number of shares of Restricted Stock each such Stockholder requested to offer for sale in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plansunderwritten public offering, or (c2) for the purpose of offering a Stockholder may elect to withdraw from such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or registration all shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock held by him, her or it as to which registration was requested. Notwithstanding the foregoing provisions, the Company shall not be required may withdraw any registration statement referred to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed Section 8.1 without thereby incurring any liability to require the Company to proceed with any registration of its securities after giving the notice herein providedStockholder.

Piggyback Registration. (i) If at any time and from time to time during the Exercise Registration Period the Registration Statement is not or ceases to be effective and continues to be not effective and during such time the Company proposes to register any of its Common Stock under the Securities Act Act, whether as a result of an offering for its own account or the account of others (but excluding any registrations to be effected for Forms S-4 or S-8 or other than pursuant applicable successor Forms) on a Registration Statement that is to become effective prior to the expiration of the Registration Period, the Company shall, each such time, give to the Purchasers twenty (S20) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give days' prior written notice to the Holder of the Underlying Shares or Restricted Stock of its intention intent to do so, and such notice shall describe the proposed registration and shall offer such Purchasers the opportunity to include in such Registration Statement such number of Purchased Shares and Underlying Shares as each such Purchaser may request. Upon the written request of any Purchaser given to the Holder, given Company within 30 fifteen (15) days after the receipt of any such notice from by the Company, the Company shall include in each instance use its best efforts to cause such securities to be registered under Registration Statement all or part of the Securities Act Purchased Shares and registered or qualified under any state securities lawUnderlying Shares of such Purchaser, all to the extent necessary requested to permit be registered, subject to clause (ii) below. (ii) If a registration pursuant to this Section 5(b) involves an underwritten offering and the sale or other disposition thereof managing underwriter shall advise the Company in writing that, in its opinion, the manner stated number of shares of Common Stock requested by the Purchasers to be included in such request by registration is likely to materially and adversely affect the Holder; PROVIDEDsuccess of the offering or the price that would be received for any shares of Common Stock included in such offering, HOWEVERthen, that notwithstanding anything in this Section 5(b) to the obligation contrary, the Company shall only be required to give include in such notice registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (A) first, any shares of Common Stock proposed to be included in such registration for the account of the Company, and (B) second, the number of shares of Common Stock requested to use be included in such best efforts shall not apply to registration for the account of any proposal stockholders of the Company to register any of its securities under (including the Securities Act (a) on Form S-8 (or any successor formPurchasers), (b) in connection with dividend reinvestment plans, or (c) for pro rata among such stockholders on the purpose basis of offering such securities to another business entity or the shareholders number of such entity in connection with the acquisition of assets or shares of capital stock Common Stock (including Underlying Shares) that each of them has requested to be included in such entity or in connection with a merger or consolidation with such entity. registration. (iii) In connection with any offering involving an underwriting of Restricted Stock shares, the Company shall not be required under this Section 5(b) or otherwise to include the Purchased Shares or Underlying Shares of any Purchaser therein unless such shares unless the Holder Purchaser accepts and agrees to the terms of the underwriting underwriting, which shall be reasonable and then only in such quantity customary, as will not, in agreed upon between the opinion Company and the underwriters selected by the Company (which underwriters shall be reasonably acceptable to the holders of a majority of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedthen outstanding Purchased Securities.

Piggyback Registration. If If, at any time commencing one (1) year after the Effective Date and from time to time during the Exercise Period expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Representatives' Warrants Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If If, at any time commencing after the Effective Date of the Registration Statement and from time to time during expiring seven (7) years after the Exercise Period Effective Date, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (Son Form S-8, X-0 xx a successor form thereto) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly will give written notice by registered mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Holders of the Underlying Representative's Warrants and/or Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holders of the Representative's Warrants and/or Warrant Shares notify the Company within 30 twenty (20) days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders the opportunity to have any Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold 9 in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holders of Warrant Shares on the success basis of the offering number of Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 9.2 (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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If If, at any time commencing after the date hereof and from time to time during the Exercise Period expiring five years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten initial public offering of such shares of Common Stock, Stock of the Company or in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it shall promptly will give written notice by registered mail, at least 30 days prior to the Holder filing of each such registration statement, to the Holder(s) of the Underlying Warrant Shares or Restricted Stock of its intention to do so. Upon the written request If any of the Holder, given Holder(s) of the Warrant Shares notify the Company within 30 20 days after receipt mailing of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holder(s) of the Warrant Shares the opportunity to have any such 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 each instance use writing that in its best efforts to cause such opinion the number of securities requested to be registered under included in such registration exceeds the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof number which can be sold in such offering without causing a diminution in the manner stated offering price or otherwise adversely affecting the offering, the Company will include in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act registration (a) on Form S-8 (or any successor form)first, the securities the Company proposes to sell, (b) in connection with dividend reinvestment planssecond, or the securities held by the entities that made the demand for registration, (c) for third, the purpose of offering such securities Warrant Shares requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, registration which in the opinion of such underwriter can be sold, pro rata among the underwriters, jeopardize Holder(s) of Warrant Shares on the success basis of the offering number of Warrant Shares requested to be registered by such Holder(s), and (d) fourth, other securities requested to be included in such registration. Notwithstanding the Company. Nothing in provisions of this (S) 13.3 shall be deemed to require Section 8.2, the Company shall have the right at any time after it shall have given written notice pursuant to proceed with this Section 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 of its securities statement or to withdraw the same after giving the notice herein providedfiling but prior to the effective date thereof.

Piggyback Registration. If the Corporation at any time and from time to time during the Exercise Period the Company ---------------------- proposes to register any shares of its Common Stock common stock under the Securities Act of 1933, as amended (the "Act") whether or not for sale for its own account, other than pursuant an offering primarily or exclusively to employees, and the registration form to be used may also be used for the registration of common stock owned by the Optionee (Sa "Piggyback Registration"), the Corporation shall at such time notify the Optionee at least thirty (30) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice days prior to the Holder filing of the Underlying Shares or Restricted Stock of its intention to do soany registration statement with respect thereto. Upon the receipt of a written request of the Holder, given Optionee made within 30 ten (10) days after receipt of any such notice from (which request shall specify the Companycommon stock intended to be registered), the Company shall in each instance Corporation will use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities lawefforts, all subject to the extent necessary limitations set forth below, to permit the sale or other disposition thereof in the manner stated include in such request by registration the Holder; PROVIDEDCommon Shares. For the purposes of this subsection 11.1, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply require the Corporation to any proposal reduce the amount or sale price of the Company securities it proposes to register any of its securities under register. Each such request shall also contain an undertaking from the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering Optionee to provide all such securities information and material and to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not take all actions as may be required by the Corporation in order to include such shares unless permit the Holder agrees Corporation to the terms comply with all applicable federal and state securities laws. Notwithstanding any other provision of the underwriting and then only in such quantity as will notthis Section 11, in the opinion case of an underwritten public offering, if the managing underwriter determines that market factors require a limitation of the underwritersnumber of shares to be underwritten, jeopardize the success managing underwriter may limit the number of the offering by the Companyshares (including those of Optionee) to be included in such Piggyback Registration. Nothing in this (S) 13.3 shall If limited, Optionee's shares will be deemed to require the Company to proceed registered pro rata with any registration other holders of its securities after giving the notice herein providedcommon stock or common stock equivalents having Registration Rights.

Piggyback Registration. If (1) The Company agrees that if, at any time time, and from time to time during time, after the Exercise Period earlier to occur of (i) an initial public offering of the Company’s equity securities (“IPO”) and (ii) a Trading Event, the Board of Directors of the Company proposes to register any (the “Board”) shall authorize the filing of its Common Stock a registration statement under the Securities Act (other than pursuant to (S) 13.1the IPO or a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with an underwritten public offering the proposed offer of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock any of its intention to do so. Upon the written request securities by it or any of the Holder, given within 30 days after receipt of any such notice from the Companyits stockholders, the Company shall shall: (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in each instance such registration statement at such Holder’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its reasonable best efforts to cause such securities registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be registered under sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the Securities Act and registered or qualified under any state securities law, all period necessary for such Holder to promptly effect the extent necessary to permit the proposed sale or other disposition thereof in disposition. (2) Notwithstanding any other provision of this Section 7(b), the manner stated in such request Company may at any time, abandon or delay any registration commenced by the Holder; PROVIDED, HOWEVER, that Company. In the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders event of such entity in connection with an abandonment by the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock Company, the Company shall not be required to include such continue registration of shares unless requested by the Holder agrees for inclusion, the Holder shall retain the right to request inclusion of shares as set forth above and the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 withdrawn registration shall not be deemed to require be a registration request for the Company purposes of Section 7(b)(3) below. (3) Each Holder shall have the right to proceed with request inclusion of any registration of its securities after giving the notice herein providedRegistrable Securities in a registration statement as described in this Section 7(b) up to two times.

Piggyback Registration. If at any time and from time to time during the Exercise Period after an Initial Public Offering the Company proposes for any reason to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto or other than in connection with an underwritten public exchange offer or offering of such Common Stocksolely to the Company's stockholders), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock each Stockholder of its intention to do so. Upon so register the Primary Shares or Other Shares and, upon the written request of the Holderrequest, given within 30 15 days after receipt delivery of any such notice from by the Company, of any Stockholder to include in such registration Registrable Shares held by such Stockholder (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall in each instance use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered under by the Securities Act Company, then the number of Primary Shares, Registrable Shares and registered or qualified under any state securities law, all Other Shares proposed to the extent necessary to permit the sale or other disposition thereof be included in such registration shall be included in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act following order: (a) on Form S-8 (or any successor form)first, the Primary Shares; (b) in connection with dividend reinvestment planssecond, or the Other Shares (other than those shares of Common Stock which are not subject to any registration rights agreement); and (c) for third, the purpose Registrable Shares held by the Selling Stockholders (as defined below), pro rata based upon the number of offering Restricted Shares (based upon Common Stock Equivalents) owned by each such securities to another business entity or Stockholder at the shareholders time of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedregistration.

Piggyback Registration. If Holdings at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock equity securities under the Securities Act (other than pursuant to a demand registration), whether or not for sale for its own account, on a form and in a manner that would permit registration (Sa "Company Registration") 13.1) in connection with an underwritten of Registrable Securities for sale to the public offering of such Common Stockunder the Securities Act, it shall promptly will give written notice to the Holder Holders of Registrable Securities 60 days prior to the Underlying Shares or Restricted Stock anticipated filing of a registration of its intention to do so, specifying the form and manner and the other relevant facts involved in such proposed Company Registration. Upon the written request of the Holder, given any such Holder or Holders delivered to Holdings within 30 20 days after receipt of any the date such notice from was given by Holdings (which request shall specify the Companynumber of Registrable Securities intended to be registered and the intended method of disposition thereof), the Company shall in each instance Holdings will use its best efforts to cause such securities to be registered effect Holdings registration under the Securities Act and registered or qualified under any state securities law, of all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company Registrable Securities that Holdings has been so requested to register; provided, however, that: (i) if, at any time after giving such written notice of its intention to register any securities and prior to the effective date of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) registration statement filed in connection with dividend reinvestment planssuch registration, or (c) Holdings shall determine for the purpose of offering any reason not to register such securities to another business entity or the shareholders securities, Holdings may, at its election, give written notice of such entity determination to each Holder of Registrable Securities who made a request as hereinabove provided and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall Registration (but not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of from its securities after giving the notice herein provided.obligation to

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its Common Stock the Company other than a Holder) securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering of such Common Stocksolely for cash on Form S-1 or S-3 (or any replacement or successor forms), it the Company shall promptly give each Holder written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration (a “Piggyback Registration”). Upon the written request of the Holder, each Holder given within 30 20 days after receipt following the date of any such notice from the Companynotice, the Company shall cause to be included in each instance such registration statement and use its best efforts to cause such securities to be registered under the Securities Act and registered all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or qualified under cease to prepare or file any state securities lawregistration statement for any offering referred to in this Section 2.1(a)(ii) without any obligation or liability to any Holder. If the managing underwriter shall advise the Company in writing (with a copy to each Holder) that, all in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent necessary of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to permit be sold by the Company for its own account; second, the Registrable Securities requested to be included in such registration by Holders pursuant to this Section 2.1(a)(ii), and all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in this Section 2.1(a)(ii), pro rata based on the estimated gross proceeds from the sale or thereof; and third, all other disposition thereof in the manner stated securities requested to be included in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entityregistration. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Each Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed entitled to require the Company have its Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to proceed with any registration of its securities after giving the notice herein providedthis Section 2.1(a)(ii).

Piggyback Registration. If the Company at any time and from time to time during following the Exercise Period one year anniversary of the Company proposes to register any date of its Common Stock under the Securities Act this Agreement (other than pursuant to Section 3) proposes to register any shares of Common Stock under the Act for sale to the public, whether for its own account or for the account of other security holders or both (S) 13.1) in connection except with an underwritten public offering of such Common Stockrespect to registration statements on Form S-4, S-8 or another form not available for registering xxx Xxxxes for sale to the public), it shall promptly will give written notice to the Holder at least twenty (20) days before the initial filing with the Commission of the Underlying Shares or Restricted Stock of its intention to do sosuch registration statement. Upon the written request of the HolderHolder to register any of the Shares, given such notice to be delivered to the Company within 30 15 days after receipt the giving of any such notice from by the Company, the Company shall in each instance will use its best reasonable commercial efforts to cause such securities the number of Shares as to which registration shall have been so requested to be registered under included in the Securities Act and registered or qualified under any state securities lawregistration statement proposed to be filed by the Company, all to the extent necessary requisite to permit the sale or other disposition thereof by the Holder (in accordance with its written request) of the manner stated Shares so registered. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering, the number of Shares to be included in such request offering may be reduced if and to the extent that the managing underwriter or underwriters, if any, of such offering shall be of the opinion that inclusion of the Shares would adversely affect the marketing of the securities to be sold by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entitytherein. In connection with any offering involving an underwriting of Restricted Stock such event, the Company shall not include in the registration statement the number of shares of Common Stock that the Company is so advised can be required to include such shares unless the Holder agrees to the terms of the underwriting and then only sold in such quantity as will not, offering in the opinion following priority: (i) first, all shares of the underwriters, jeopardize the success of the offering Common Stock to be sold by the Company. Nothing in this (S) 13.3 shall be deemed any other shareholder who has exercised his demand or similar right to require the Company to proceed file a registration statement with any respect to all or a portion of the shares of Common Stock held by such shareholder; (ii) second, all shares of Common Stock proposed to be included in such registration statement by the Company; (iii) third, all shares of its securities after giving Common Stock proposed to be included in such registration statement by holders of Common Stock having piggyback registration rights outstanding on the notice herein provideddate hereof; and (iv) fourth, all other Common Stock proposed to be included in such registration statement by other holders thereof, pro rata, based on the value (as determined in good faith by the managing underwriter) of the Common Stock proposed to be included by such holders.

Piggyback Registration. (1) If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its shares of Common Stock or Preferred Stock under the Securities Act (other than pursuant a registration effected solely to (S) 13.1) in connection with implement an underwritten public offering of such Common Stockemployee benefit plan, or a merger, acquisition or exchange offer as to which Rule 145 promulgated under the Securities Act is applicable), whether or not for sale for its own account, it shall promptly give prompt written notice to the Holder Stockholders of each such intended registration by the Underlying Shares or Restricted Company and the Stockholders shall be entitled to request that the Company include in any such registration any number of shares of Common Stock of its intention then owned by the Stockholders subject to do so. the limitations set forth in Section 5(c)(1) hereof. (2) Upon the written request of the Holder, given any Stockholder made within 30 20 days after receipt the giving by the Company of any such notice from of intention to register (which request shall specify the Companynumber of shares of Common Stock and Preferred Stock intended to be disposed of by such Stockholder), the Company shall in each instance use its best efforts to cause such securities to be registered effect the registration under the Securities Act of all shares of Common Stock and registered or qualified under any state securities law, all Preferred Stock which the Company has been so requested to register by such Stockholder (subject to the extent necessary to permit the sale or other disposition thereof restrictions set forth in the manner stated in such request by the HolderSection 5(c)(1) hereof); PROVIDEDprovided, HOWEVERhowever, that the obligation to give such (i) if at any time after giving written notice and to use such best efforts shall not apply to any proposal of the Company its intention to register any Common Stock or Preferred Stock and prior to the effective date of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) registration statement filed in connection with dividend reinvestment planssuch registration, the Company shall determine for any reason not to register such Common Stock or (c) for Preferred Stock, the purpose of offering such securities to another business entity or the shareholders Company may, at its election, give written notice of such entity determination to each such Stockholder and, thereupon, shall be relieved of its obligation to register any shares of Common Stock or Preferred Stock on behalf of such Stockholder in connection with the acquisition of assets or such registration and (ii) if such registration involves an underwritten offering, such Stockholder shall sell its shares of capital stock of such entity Common Stock or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Preferred Stock to the underwriters selected by the Company shall not be required to include such shares unless on the Holder agrees same terms and conditions as apply to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided.

Piggyback Registration. If If, at any time commencing after __________, 1998 (one (1) year from the Effective Date), through and including ________, 2002 (five (5) years from time to time during the Exercise Period Effective Date), the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, a merger or pursuant to Form S-8 or similar form) it shall promptly will give written notice by registered or certified mail, at least thirty (30) days prior to the Holder filing of each such registration statement, to the Underwriter and to all other Holders of the Underlying Underwriter's Warrants and Shares or Restricted Stock underlying the Underwriter's Warrants, of its intention to do so. Upon the written request If any of the HolderUnderwriter or other Holders of the Underwriter's Warrants and/or the Shares underlying the Underwriter's Warrants, given notify the Company within 30 twenty (20) days after receipt of any such notice from the Companyof its or their desire to include any such securities in such proposed registration statement, the Company shall in afford each instance use its best efforts of the Underwriter and such Holders of the Underwriter's Warrants and/or Shares underlying the Underwriter's Warrants, the opportunity to cause have any of such 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 registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated included in such request by the Holder; PROVIDED, HOWEVER, that the obligation registration pursuant to give such notice this Agreement and to use such best efforts shall not apply pursuant to any proposal of other rights granted by the Company to register any holders of its securities under exceeds the Securities Act (a) on Form S-8 (or any successor form)number of securities that can be sold in the offering without adversely affecting the offering price of the Company's securities, (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to may first include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require registration all securities the Company proposes to proceed with any registration of its securities after giving the notice herein provided.sell (without including the

Piggyback Registration. If (a) If, at any time and from time to time during the Exercise Period time, the Company proposes shall determine to register any of its Common Stock under equity securities either for its own account or the Securities Act account of a security holder or holders (other than pursuant Holders of Registrable Preferred Securities), other than (i) a registration relating solely to employee benefit plans, or (Sii) 13.1a registration relating solely to a Commission Rule 145 transaction involving the acquisition of a business (but not a Rule 145 transaction designed solely to exchange restricted securities for registered securities in a manner that is the functional equivalent of registration rights), or (iii) a registration relating to warrants, or to securities issuable in respect of warrants, which warrants are sold in connection with an underwritten public offering of such Common Stockdebt securities (each, it shall an "EXCEPTED REGISTRATION"), the Company will: (i) promptly give to each Holder written notice to the Holder thereof (which shall include a list of the Underlying Shares jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or Restricted Stock other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of its intention to do so. Upon the Registrable Securities specified in a written request of the Holder, given or requests made by any Holder within 30 days after receipt of any such the written notice from the Company described in clause (i) above, except as set forth in Section 4(b) below. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If a registration statement under which the Company gives notice under Section 4(a)(i) is for an underwritten offering, and if the managing underwriter or underwriters of such underwritten offering have informed the Company and the Holders of Registrable Securities requesting inclusion in such offering, in writing, that in such underwriter's or underwriters' good faith opinion the total number of securities which the Company, such Holders and any other persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the number of securities which it is so advised should be included in such registration which shall be allocated as follows: (x) in each instance use its best efforts cases involving the registration for sale of securities for the Company's own account only, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to cause such securities register (subject to reduction if applicable, as provided in the following clause second), (ii) second, the Registrable Preferred Securities which have been requested to be registered under included in such registration by the Holders of Registrable Preferred Securities Act pro rata based upon the aggregate amount of Registrable Preferred Securities then held by such Holder (PROVIDED, HOWEVER, that other than in connection with the registration of Common Stock in an IPO, the number of Registrable Preferred Securities included in such registration shall not be reduced to less than 30% of the total number of securities included in such registration and registered or qualified under any state the number of securities law, all which the Company proposes to register in such offering shall be reduced to the extent necessary to permit assure that the number of Registrable Preferred Securities included in such registration shall not be reduced to less than that amount), (iii) third, provided that no securities sought to be included by the Company and the Holders of Registrable Preferred Securities have been excluded from such registration, the securities of other persons entitled to exercise "piggyback" registration rights pursuant to contractual commitments of the Company, including Holders of Registrable Common Securities (pro rata based on the respective numbers of securities sought to be registered by such persons); (y) in cases involving the registration for sale or other disposition thereof of securities for the account of a Holder of Registrable Preferred Securities pursuant to Section 3 hereof, securities shall be registered in such offering in the manner stated following order of priority: (i) first, the Registrable Preferred Securities which have been requested to be included in such request registration by the Holders of Registrable Preferred Securities pro rata based upon the aggregate amount of Registrable Preferred Securities then held by such Holder, (ii) second, provided that no securities sought to be included by the Holders of Registrable Preferred Securities have been excluded from such registration, the securities of other persons entitled to exercise "piggyback" registration rights pursuant to contractual commitments of the Company, including Holders of Registrable Common Securities (pro rata based on the respective numbers of securities sought to be registered by such persons); PROVIDEDand (z) in cases not involving the registration for sale of securities for the Company's own account only or for the account of any Holder of Registrable Preferred Securities, HOWEVERwhich may include the registration for sale of securities by Holders of Registrable Common Securities, that securities shall be registered in such offering in the obligation following order of priority: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to give such notice and to use such best efforts shall not apply to any proposal a contractual commitment of the Company is the basis for the registration, (ii) second, provided that no securities of such person referred to register any in the immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Holders of its Registrable Preferred Securities pro rata based upon the aggregate amount of Registrable Preferred Securities held by such Holder, (iii) third, provided that no securities under of such persons referred to in the immediately preceding clauses (i) or (ii) have been excluded from such registration, the securities which have been requested to be included in such registration by the Holders of Registrable Common Securities, pro rata based upon the aggregate amount of Registrable Common Securities Act held by such Holder, (aiv) on Form S-8 fourth, provided that no securities of such person referred to in the immediately preceding clauses (or any successor formi), (bii) in connection with dividend reinvestment plans, or (ciii) for or of the purpose Holders of offering Registrable Securities have been excluded from such registration, securities of other persons entitled to another business entity or exercise "piggyback" registration rights pursuant to contractual commitments (pro rata based on the shareholders respective numbers of securities sought to be registered by such entity in connection with persons) and (v) fifth, provided that no securities of any other person have been excluded from such registration, the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock securities which the Company proposes to register. If, as a result of the provisions of this Section 4(b), any Holder of Registrable Securities shall not be required entitled to include all Registrable Securities in a "piggyback" registration that such shares unless the Holder agrees of Registrable Securities has requested to the terms be included, such Holder of the underwriting and then only Registrable Securities may elect to withdraw his request to include Registrable Securities in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedregistration.

Piggyback Registration. If In the event that there are any Remaining Registerable Shares, at any time and from time to time during after the Exercise Period date that is six months after the Closing Date under the Acquisition Agreement, if the Company proposes to register any of register, either on its Common Stock under the Securities Act own initiative, or otherwise (other than pursuant to (S) 13.1) Sections 2 or 3), any of its capital stock under the 1933 Act in connection with an underwritten the public offering of such Common Stocksecurities solely for cash (except for public offerings filed on Form S-4, it shall promptly give written notice X-0 xx any similar registration statements, or for registrations of foreign issuances or distributions) on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (each, a "Piggyback Registration"), then: (i) the Company shall notify in writing each Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon effect such a registration at least 15 days prior to the written request proposed filing of a Registration Statement in connection therewith; and (ii) the Company shall offer each Holder the opportunity to include in such registration all or a portion the Shares held by such Holder, given subject to the provisions hereof. Any Holder wishing to participate must submit within 30 10 days after receipt of the notice described under Section 4(a) (i) written request for registration setting forth the number of Shares that such Holder wishes to have registered. No Member of Management of DVI may request registration of greater than that number of Shares which, when combined with any other Shares previously registered or to be registered under this Agreement for such Member of Management, would total in excess of 50% of the Shares held by such Member of Management. If the aggregate number of Shares for which all Holders request registration is less than or equal to the Remaining Registerable Shares, then the Company, subject to the provisions hereof, shall cause all of the Shares specified in such Holders' requests to be included in the Registration Statement, subject to the provisions hereof. If the aggregate number of Shares for which all Holders request registration is greater than the number of Remaining Registerable Shares, then the Company shall provide notice of such fact in writing to all such Holders. Such Holders shall have two (2) business days after the date such notice from is given by the Company to deliver to the Company an Alternative Allocation, which shall be executed by all such Holders and shall be limited so as to include, in the aggregate, a number of Shares less than or equal to the number of Remaining Registerable Shares. Any delivery of an Alternative Allocation that does not conform to the requirements in the previous sentence may be deemed invalid and disregarded by the Company, in its sole discretion. Subject to the remainder of this Section 4, each Holder delivering a request shall be entitled to have included in the Registration Statement (and the Company will cause to be included in the Registration Statement, subject to the provisions hereof) that number of Shares equal to either (A) if a valid Alternative Allocation has been provided, the number of Remaining Registerable Shares for such Holder specified in such Alternative Allocation, or (B) if no such valid Alternative Allocation has been provided, (x) the number of Remaining Registerable Shares, multiplied by (y) a fraction, the numerator of which is the number of Shares for which the Holder has requested registration and the denominator of which is the aggregate number of Shares requested for registration by all Selling Holders. Upon receipt of such request, the Company shall in each instance use its best commercially reasonable efforts to cause such securities registration to be registered under effective not later than seventy five (75) days from the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders date of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedrequest.

Piggyback Registration. If If, at any time ---------------------- commencing after the date hereof and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act expiring seven (other than pursuant to (S7) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyyears thereafter, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company Corporation proposes to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) other than in connection with dividend reinvestment plans, or a merger securities under the Act (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or other than in connection with a merger or consolidation with pursuant to Form S-8 or other comparable Form) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such entityregistration statement, to the Optionee of its intention to do so. In connection with If the Optionee notifies the Corporation within twenty (20) days after receipt of any offering involving an underwriting such notice of Restricted Stock the Company shall not be required his desire to include such shares unless the Holder agrees to the terms of the underwriting and then only any Common Stock owned by him in such quantity as will notproposed registration Statement, the Corporation shall afford the Optionee the opportunity to have any of his of Common Stock registered under such registration statement; provided that (i) that in the opinion of counsel for the underwritersCorporation such inclusion does not pose any significant legal problem and (ii) that if such Registration Statement is filed pursuant to an underwritten public offering, jeopardize the success underwriter approves such inclusion; provided that if the underwriter does not approve of the offering inclusion of 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 Statement. The Optionee shall bear his proportional exercise of any such registration. Notwithstanding the Company. Nothing in provisions of this Section 5, the Corporation shall have the right at any time after it shall have given written notice pursuant to this Section 5 (Sirrespective of whether a written request for inclusion of any such securities shall have been made) 13.3 shall be deemed to require elect not to file any such proposed registration statement, or to withdraw the Company same after the filing but prior to proceed with any registration of its securities after giving the notice herein providedeffective date thereof.

Piggyback Registration. (a) If the Company at any time and from time to time during the Exercise Period the Company proposes to register file a registration statement with respect to any of its Common Stock under the Securities Act equity securities, whether for its own account (other than pursuant to a registration statement on Form S-4 or S-8 (S) 13.1) or any successor or substantially similar form), or in connection with (A) an underwritten public offering of employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such Common Stockplan, it shall promptly give written notice to the Holder or (B) a dividend reinvestment plan) (any of the Underlying Shares foregoing, a “Company Registration”), or Restricted Stock for the account of its intention to do so. Upon the written request any holder of securities of the HolderCompany pursuant to demand registration rights granted by the Company (a “Requesting Securityholder” and, given within 30 days after receipt of any such notice from the Companyregistration, a “Requesting Securityholder Registration”), then the Company shall in each instance use case give written notice of such proposed filing to all Holders of Registrable Securities at least twenty (20) days before the anticipated filing date of any such registration statement by the Company. Such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement and shall include the number of shares proposed to be registered, the proposed filing date, the intended method of distribution of such shares and the proposed managing underwriter, if any. Each Holder of Registrable Securities desiring to have its best efforts Registrable Securities registered under this Section 4 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 include in such Registration Statement all such Registrable Securities so requested to cause be included therein. If the Registration Statement relates to an Underwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, as provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any public offering pursuant to this Section 4 by giving written notice to the Company of its election to withdraw such request at least ten (10) Business Days prior to the proposed effective date of such Registration Statement. Notwithstanding the foregoing, if the managing or lead underwriter or underwriters of any such proposed Underwritten Offering advise the Company in writing that the total number of securities which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such proposed Underwritten Offering exceeds the number that can be sold in such offering within a price range acceptable to the Company (in the case of a Company Registration) or to the Requesting Securityholders holding a majority of the securities included in a Requesting Securityholder Registration (in the case of a Requesting Securityholder Registration), then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with such managing underwriter’s recommendation in the following order of priority: (i) if a registration under this Section 4 is a Company Registration, then the order of priority shall be (with the securities to be registered under the reduced first listed first) (A) securities other than (1) Registrable Securities Act and registered or qualified under any state (2) securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request held by the Other Restricted Stockholders, (B) the Registrable Securities and securities held by the Other Restricted Stockholders and (C) securities offered by the Company; (ii) if a registration under this Section 4 is a Requesting Securityholder Registration (and the Requesting Securityholder is not a Demanding Holder or a Shelf Demanding Holder; PROVIDED), HOWEVERthen the order of priority shall be (with the securities to be reduced first listed first) (A) securities offered by the Company, that (B) securities other than (1) Registrable Securities or (2) securities held by the obligation to give such notice and to use such best efforts shall not apply to any proposal Other Restricted Stockholders (other than securities of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formRequesting Securityholder), (bC) securities held by the Other Restricted Stockholders and (D) subject to the provisions of Section 10 hereof, the Registrable Securities and securities of the Requesting Securityholder on a pro rata basis; and (iii) if a registration under this Section 4 is a Requesting Securityholder Registration made pursuant to Section 2 or 3 hereof, then the order of priority shall be as set forth in Section 2(c). The Company may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to Section 2 or 3 hereof. Notwithstanding anything in this Section 4 to the contrary, the Holders shall be granted priority over any holders of shares of Common Stock (other than the Other Restricted Stockholders) in connection with dividend reinvestment plansexercising rights under this Section 4. (b) Notwithstanding anything herein to the contrary, or (cthe Holders shall be entitled to exercise the registration rights provided in Section 4(a) with respect to any registration statement relating to the IPO, and such Holders and the Company hereby waive any requirement for the purpose delivery of offering such securities to another business entity or the shareholders of such entity notice by any party as provided in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entitySection 4(a). In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting event, all rights and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing obligations set forth in this (S) 13.3 Agreement shall be deemed apply to require the Company to proceed with any registration of its securities after giving the notice herein providedsuch registration.

Piggyback Registration. If (a) If, at any time and from time to time during the Exercise Period Effective Period, the Company proposes to register any of its shares of Common Stock for sale under the Securities Act (other than pursuant to (S) 13.1) Act, except as otherwise described in connection with an underwritten public offering Section 1.1 hereof, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration of such Common StockRegistrable Shares for sale under the Securities Act, it the Company shall promptly give written notice to the Holder Investor of the Underlying Company's intention to effect such registration at least thirty (30) days prior to the anticipated filing of such registration statement. If, within twenty (20) days after the giving of such notice by the Company, the Investor shall deliver to the Company a written request specifying the number of Registrable Shares or Restricted Stock such Investor desires to offer and sell, and the intended disposition thereof, the Company shall use its commercially reasonable best efforts to effect the registration of all such Registrable Shares that the Company has been requested to register, provided: (i) if, at any time after giving written notice of its intention to do so. Upon register any securities and prior to the written request effectiveness of the Holder, given within 30 days after receipt of any such notice from the Companyregistration statement filed in connection therewith, the Company shall in each instance use determine for any reason not to register any such securities, the Company may, at its best efforts to cause election, give written notice of such securities to be registered under the Securities Act and registered or qualified under any state securities law, all determination to the extent necessary Investor, and thereupon the Company shall be relieved of its obligation to permit register any Registrable Shares in connection with such registration (but not from its obligations under Section 1.4 hereunder), without prejudice, however, to the sale or other disposition thereof in Registration Rights of the manner stated in Investor generally under this Section 1; and (ii) subject to the provisions of Section 1.6 hereof, if such request registration involves an underwritten public offering, the Investor must sell its Registrable Shares to the underwriters selected by the Holder; PROVIDED, HOWEVER, that Company on the obligation same terms and conditions as are applicable to give such notice and to use such best efforts the Company. (b) The Company shall not apply be obligated to effect any proposal registration of Registrable Shares under this Section 1.3 as a result of the Company to register registration of any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or option or other employee benefit plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided.

Piggyback Registration. If If, at any time and from time to time during the Exercise Period after the Company proposes completes a Company IPO, the Company determines to register any of its Common Stock equity interests for its own account or for the account of others under the 1933 Act in connection with the public offering of such equity interests, or if the Company registers any Registrable Securities Act (other than pursuant to Section 40, then the Company shall, at each such time, promptly give each Unitholder written notice of such determination no later than 10 days before its filing with the SEC; provided, that registrations relating solely to Securities to be offered by the Company (S) 13.1or other Person for whose account the registration is made) in connection with an underwritten public offering of such Common Stock, it any acquisition or option or purchase or savings plan or any other benefit plan shall promptly give written notice not be subject to the Holder of the Underlying Shares or Restricted Stock of its intention to do sothis Section 40. Upon the written request of any Unitholder received by the Holder, given Company within 30 10 days after receipt the giving of any such notice from by the Company, the Company shall in each instance use its best commercially reasonable efforts to cause such securities to be registered under the 1933 Act all of the Registrable Securities Act and registered or qualified under any state securities law, of such Unitholder that each Unitholder has requested be registered. If the underwriters of the proposed sale of Registrable Securities determine that inclusion of all of the Registrable Securities requested to the extent necessary to permit be included in such sale would adversely affect the sale or other disposition thereof in of Securities by the manner stated Company, then the Company will include in such request by registration only the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal number of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, which in the opinion of such underwriters and the underwritersCompany would not adversely affect such sale in the following order: (i) first, jeopardize the success Securities of the offering Company; and (ii) second, the Registrable Securities requested to be included by the Company. Nothing Unitholders (including the MM Holders) pro rata based on the number of Registrable Securities which each of them request be included in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedsuch registration.

Piggyback Registration. (a) If the Company determines at any time and from time to time during before three (3) years after the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common StockClosing Date, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities and file a registration statement thereto under the Securities Act Act, whether or not for sale for its own account (a) other than a registration statement on Form S- 4, Form S-8 (or any successor formor similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall: (i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) business days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company). (b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in connection writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with dividend reinvestment plansall other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the Company shall include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration pursuant to, and in accordance with the provisions of, the 2016 Registration Rights Agreement, (iii) third, securities requested to be included in such registration pursuant to, and in accordance with the provisions of, the 2017 Registration Rights Agreement, (iv) fourth, securities requested to be included in such registration that are Registrable Securities pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein, and (v) fifth, other securities requested to be included in such registration, if any. (c) for The Company may in its sole discretion postpone or terminate the purpose of offering such securities registration subject to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 3.

Piggyback Registration. (a) If the Company determines at any time and from time to time during before three (3) years after the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common StockClosing Date, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities and file a registration statement thereto under the Securities Act Act, whether or not for sale for its own account (a) other than a registration statement on Form S-8 (X-0, Xxxx X-0 or any successor formor similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall: (i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) business days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company). (b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in connection writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with dividend reinvestment plansall other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the Company shall include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration that are Registrable Securities pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein, and (iii) third, other securities requested to be included in such registration, if any. (c) for The Company may in its sole discretion postpone or terminate the purpose of offering such securities registration subject to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 3.

Piggyback Registration. If For a period of one year after the Closing, if Buyer at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public (other than pursuant except with respect to (S) 13.1) in connection with an underwritten public offering of registration statements on Forms S-0, X-0 or another form not available for registering the Shares for sale to the public), each such Common Stock, time it shall promptly will give written notice to the Holder of the Underlying Shares or Restricted Stock Shareholders of its intention to do so. Upon the written request of the HolderShareholders, given within 30 twenty (20) days after receipt by such Shareholders of any such notice from notice, Buyer will, subject to the Companylimits contained in this Section 8.6, the Company shall in each instance use its best commercially reasonable efforts to cause such securities all the Shares held by the Shareholders to be registered under the Securities Act and registered or qualified for sale under any state securities blue sky law, all to the extent necessary required to permit the such sale or other disposition thereof of said Shares; provided, however, that if Buyer is advised in writing in good faith by any managing underwriter of Buyer’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than Buyer (collectively, “Selling Shareholders”) is greater than the amount which can be offered without adversely affecting the offering, Buyer may reduce the amount offered for the accounts of Selling Shareholders (including the Shareholders) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be excluded in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act following order: (a) on Form S-8 (or securities held by any successor form)Persons not having any such contractual, incidental registration rights, (b) in connection with dividend reinvestment planssecurities held by any Persons having contractual, or incidental registration rights pursuant to an agreement that is not this Agreement, (c) for Shares sought to be included by the purpose Shareholders, and (d) any other registrable securities sought to be included by other holders thereof as determined on a pro rata basis (based upon the aggregate number of offering registrable securities held by such securities holders). The Shareholders acknowledge and agree that the fundraising effort in Section 8.5 and the provisions of this Section 8.6 may require the Shareholders to another business entity execute reasonably acceptable and customary lock-up or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with similar agreements as a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees condition to the terms completion of the underwriting and then only in any such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedfinancing.

Piggyback Registration. If at any time and from time to time during (a) Whenever the Exercise Period the Company Corporation proposes to register any of its Common Stock securities for an underwritten offering under the Securities Act Act, if the registration statement proposed to be used by the Corporation is not a registration statement on Form S-4 or S-8 (other than pursuant to (Sor any substitute form for comparable purposes that may be adopted by the Commission) 13.1) or a registration statement filed in connection with an exchange offer or an offering of securities solely to the Corporation’s existing security holders and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Corporation will give prompt written notice to all Stockholders holding Registrable Securities with respect of the proposed offering at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request; provided, however, that in the case of an underwritten initial public offering of such its Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company Corporation shall not be required to give notice to, or offer to include in the registration statement any Registrable Securities held by, any Stockholder. Each holder of Registrable Securities desiring to have Registrable Securities registered under this 8.1 shall advise the Corporation in writing within fifteen (15) days after the date of receipt of such shares unless notice from the Holder agrees Corporation, setting forth the amount of such Registrable Securities for which registration is requested. Subject to 8.1(c), the terms of the underwriting and then only Corporation shall thereupon include in such quantity as will notfiling the number of Registrable Securities for which registration is so requested, in and shall use its reasonable best efforts to effect registration under the opinion Securities Act of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedsuch Registrable Securities.”

Piggyback Registration. If at any (a) Unless a registration statement has already been filed and remains effective with respect to the Shares, each time and from time Company or a Successor determines to time during the Exercise Period the Company proposes to register any of its Common Stock file a registration statement under the Securities Act (other than pursuant to (S) 13.1on Form S-1 solely covering an employee benefit plan, S-4 or S-8) in connection with an underwritten public offering the proposed offer and sale for money of such Common Stockany of its securities, it shall promptly either for its own account or on behalf of any other security holder, Company will give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention determination to do soInvestor. Upon the written request of the Holder, given Investor within 30 thirty (30) days after the receipt of any such notice from the Companywritten notice, the Company shall in each instance use its best efforts to will cause such securities all Shares of Investor to be registered under included in the Securities Act and registered or qualified under any state securities lawregistration statement, all to the extent necessary to permit the legally permissible sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), Investor. (b) If the registration is for a public offering involving an underwriting, Company will so advise Investor as a part of its written notice. In such event, the right of Investor to registration pursuant to this Section is conditioned upon Investor's participation in connection the underwriting and the inclusion of Investor's Shares in the underwriting to the extent provided herein. Investor will enter into (together with dividend reinvestment plansCompany and the other shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Company for the underwriting, or provided that the underwriting agreement is in customary form and is reasonably acceptable to Investor. (c) Notwithstanding any other provision of this Section, if the managing underwriter of an underwritten distribution advises Company and Investor in writing that in its good faith judgment the number of Shares and the other securities requested to be registered exceeds the number of Shares and other securities which can be sold in the offering, then (i) the number of Shares and other securities so requested to be included in the offering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in the offering (except for shares to be issued by Company in an offering initiated by Company, which will have priority over the purpose Shares), and (ii) the reduced number of offering such shares will be allocated among all participating holders of Common Stock and investor in proportion, as nearly as practicable, to the respective number of Shares and other securities held by Investor and other holders at the time of filing the registration statement in relation to another business entity or the shareholders total number of such entity in connection with the acquisition of assets or shares of capital stock Common Stock outstanding on a fully diluted basis. All Shares and other securities which are excluded from the underwriting by reason of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall underwriter's marketing limitation and all other Shares not originally requested to be so included will not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, included in the opinion of registration and will be withheld from the underwritersmarket by Investor for a period, jeopardize not to exceed one hundred eighty (180) days, which the success of managing underwriter reasonably determines is necessary to effect the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedunderwritten public offering.

Piggyback Registration. (a) If at any time and from time to time during the Exercise Period the Company Issuer proposes to register file a registration statement relating to an offering of Common Stock by Issuer or any holder of its Common Stock securities (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act (other than or of stock issued to employees of Issuer pursuant to any employee benefit plan, respectively) for the registration of Common Stock (S) 13.1) in connection with an underwritten public offering of such Common Stocka “Piggyback Registration”), it Issuer shall promptly give written notice to Buyer at least twenty (20) days before the Holder initial filing with the SEC of such piggyback registration statement (a “Piggyback Registration Statement”), which notice shall set forth the intended method of disposition of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities proposed to be registered (which, if the Piggyback Registration is to relate to an underwritten offering, must be for inclusion in the underwritten offering). The notice shall offer to include in such filing such shares of Subject Securities as Buyer may request. (b) If Buyer desires to have any Subject Securities registered under this Section 4.2, Buyer shall advise Issuer in writing within ten (10) days after the date of receipt of such offer from Issuer, setting forth the amount of such Subject Securities for which registration is requested. Issuer shall thereupon include in such filing the number or amount of Subject Securities for which registration is so requested, subject to Section 4.3(b), and shall use all reasonable efforts to effect registration of such Subject Securities under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedAct.

Piggyback Registration. (a) If the Company determines at any time and from time to time during before three (3) years after the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common StockClosing Date, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities and file a registration statement thereto under the Securities Act Act, whether or not for sale for its own account (a) other than a registration statement on Form S- 4, Form S-8 (or any successor formor similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall: (i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) business days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company). (b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in connection writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with dividend reinvestment plansall other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the Company shall include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration pursuant to, and in accordance with the provisions of, the 2016 Registration Rights Agreement, (iii) third, securities requested to be included in such registration that are Registrable Securities pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, if any. (c) for The Company may in its sole discretion postpone or terminate the purpose of offering such securities registration subject to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedSection 3.

Piggyback Registration. If the Corporation at any time and from time to time during the Exercise Period the Company proposes for any reason to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten its initial public offering of such Common Stockor on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto)), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Stockholders of its intention to do so. Upon so register such Primary Shares or Other Shares at least thirty (30) days before the written request initial filing of the Holderregistration statement related thereto and, given upon the request, delivered to the Corporation within 30 days five Business Days after receipt delivery of any such notice from by the CompanyCorporation, of the Stockholders to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company Corporation shall in each instance use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Corporation in writing that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would have a significant adverse impact on the price, timing or distribution of the Primary Shares or Other Shares, as applicable, initially proposed to be included in such registration, then the Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Primary Shares that the Corporation proposes to sell; (B) second, only if all the Primary Shares referred to in clause (A) have been included, any Series F Registrable Shares requested to be registered under pursuant to this Section 3; provided however, that if the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof Initial Series F Holders have sold in the manner stated aggregate, in one or a series of transactions, at least 50% of the Series F Registrable Shares (the “Sales Event”), this Section 3(B) shall read “second, only if all the Primary Shares referred to in clause (A) have been included, any Series F Registrable Shares and Other Registrable Shares of the holders that have requested registration pursuant to this Section 3 (if necessary, such Series F Registrable Shares and Other Registrable Shares shall be allocated pro rata among the holders thereof based upon the number of such Series F Registrable Shares and Other Registrable Shares held by each holder as a proportion of the total number of Primary Shares, Registrable Shares and Other Shares to be included in such request registration)”; (C) third, only if all the Primary Shares referred to in clause (A) and Series F Registrable Shares referred to in clause (B) have been included, any Other Registrable Shares of the holders that have requested registration pursuant to this Section 3 (if necessary, such Other Registrable Shares shall be allocated pro rata among the holders thereof based upon the number of such Other Registrable Shares held by such holders as a proportion of the Holdertotal number of Primary Shares, Registrable Shares and Other Shares to be included in such registration); PROVIDED, HOWEVERprovided however, that the obligation this Section shall be inapplicable should a Sales Event have occurred; and (D) fourth, only if all Primary Shares and Registrable Shares referred to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act in clauses (a) on Form S-8 (or any successor formA), (bB), and (C) in connection with dividend reinvestment planshave been included, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedOther Shares.

Piggyback Registration. If at any time and from time to time during Beginning on the Exercise Period date of the issuance of the Conversion Shares, if the Company proposes to register any shares of Common Stock for itself or any of its Common Stock stockholders (the stockholders at such time being the “Existing Holders”) under the Securities Act on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), the Company shall give written notice of such proposal at least 15 days before the anticipated filing date, which notice shall include the intended method of distribution of such shares, to BSC. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.2(ix), upon the written request of BSC, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Conversion Shares intended to be disposed of by BSC), the Company will use commercially reasonable efforts to include in the Registration Statement the Conversion Shares referred to in BSC’s request; provided, however, that if such Registration Statement relates to a Public Offering (as below defined), then any participation in such Public Offering by BSC shall be on substantially the same terms as the Company’s (or its other than stockholders’) participation therein; and provided further that the amount of Conversion Shares to be included in any such Public Offering shall not exceed the maximum number which the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the “Maximum Number”). BSC shall have the right to withdraw a request to include Conversion Shares in any Public Offering pursuant to (Sthis Section 2.2(viii) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give by giving written notice to the Holder of the Underlying Shares or Restricted Stock Company of its intention election to do so. Upon the written withdraw such request of the Holder, given within 30 at least ten business days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all prior to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders proposed effective date of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entityRegistration Statement. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will notFor purposes hereof, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided.“

Piggyback Registration. (a) If at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (Sdefined below) 13.1will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares any employee benefit or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal similar plan of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger direct or consolidation with such entity. In connection with any offering involving an underwriting indirect acquisition by the Company of Restricted Stock another Person), whether or not for sale for its own account, the Company shall not each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to include permit the disposition of the Registrable Securities so to be registered, provided that (A) if such shares unless registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Holder agrees Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the underwriting registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves an underwritten Public Offering and then only the managing underwriter advises the Company that, in its view, the number of Shares that the Company and the Shareholders intend to include in such quantity as will notregistration exceeds the Maximum Offering Size, the Company shall include in such registration, in the opinion following priority, up to the Maximum Offering Size: (i) first, so much of the underwriters, jeopardize Company Securities proposed to be registered for the success account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to this Section 2.02 (allocated, if necessary for the Company. Nothing offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable Securities held by each such Shareholder, or in this such other proportion as shall mutually be agreed to by all such Registering Shareholders), and (Siii) 13.3 shall third, any securities proposed to be deemed to require registered for the account of any other Persons with such priorities among them as the Company to proceed with any registration shall determine; provided that, notwithstanding the foregoing, in no event shall the number of its Registrable Securities included in the underwritten Public Offering be reduced below 25% of the total number of securities after giving the notice herein providedincluded in such Public Offering.

Piggyback Registration. (1) If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to any underwritten offering by the Company for its own account or for the account of holders of any debt securities, securities convertible into or exchangeable for debt securities or warrants, options or other rights to purchase debt securities, to be offered for cash (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form S-4 or S-8), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, then the Company shall in each instance case give written notice of such proposed filing to the Holders at least twenty (20) days before the anticipated filing date, and such notice shall offer (a "Piggyback Registration Offer") such Holders the opportunity to include all of the Registrable Securities held by them in such registration statement (a "Piggyback Registration"). In such event the right of any Holder to registration pursuant to this Section 3(a) may be conditioned upon such Holder's participation in such underwriting and of the inclusion such Holder's Registrable Securities in the underwriting to the extent provided herein. If any such Holder desires to have Registrable Securities registered and included in such underwritten offering under this Section 3(a) such Holder shall so notify the Company in writing within ten days after the receipt by such Holder of the written notice provided for in the preceding sentence (which notification shall set forth the amount of Registrable Securities for which registration is requested), and the Company will use its best efforts to cause all such securities Registrable Securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary requisite to permit the sale or other disposition thereof in the manner stated in such request underwritten offering; provided, however, that if the managing underwriter or underwriters of such offering, as selected by the Holder; PROVIDEDCompany, HOWEVERshall advise the Company in writing that in its or their opinion the total amount or kind of securities that the Holders, the Company and any other Persons or entities intend to include in such offering exceeds the amount that can be sold in such offering without an adverse effect on the price, timing or distribution of the securities offered by the Company, the Company shall be required to include in such registration only the amount of Registrable Securities and securities of other persons or entities, if any, that the obligation managing underwriter or underwriters determine, in its or their sole discretion, can be sold without an adverse effect on the price, timing or distribution of the securities offered. In such event, in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to give register, (ii) second, the securities which may have been requested to be included in such notice registration pursuant to this Agreement (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, the securities of other Persons entitled to use such best efforts shall not apply exercise "piggyback" registration rights pursuant to any proposal contractual commitments of the Company (pro rata based on the amount of securities sought to register be registered by such Persons). (2) At any time prior to the date of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) printing preliminary prospectuses in connection with dividend reinvestment plansan underwritten offering under Section 3(a), a Holder that previously requested Piggyback Registration thereof may withdraw all or part of its Registrable Securities from such offering by providing notice to such effect to the Company. (c3) for the purpose of offering such securities to another business entity or the shareholders of such entity The Company will pay all Registration Expenses in connection with the acquisition registration requested pursuant to this Section 3, except that the Holders of assets Registrable Securities to be registered shall pay all underwriting discounts and commissions or shares of capital stock placement fees of such entity or in connection underwriters with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees respect to the terms of the underwriting and then only in Registrable Securities sold by such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedHolders.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of file a registration statement with respect to its Common Stock under Stock, whether for its own account or for the Securities Act account of an Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), other than pursuant to a registration statement or Form S-4 or S-8 (Sor any successor or substantially similar form) 13.1) and other than in connection with an underwritten public offering of such Common Stockon employee compensation plan, it shall promptly give written notice or securities issued pursuant to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyplan, or a dividend reinvestment plan, then the Company shall in each instance case give written notice of such proposed filing to the Stockholder(s) at least twenty (20) days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to the Stockholder(s) the opportunity to have any or all of the Registrable Securities held by the Stockholder(s) included in such registration statement. If any Stockholder desires to 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 its best commercially reasonable efforts to cause include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total amount 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 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 be reduced pro rata, based upon the aggregate number of securities to be registered under offered for the Securities Act accounts of the Stockholder and registered or qualified under any state securities lawall Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, all to the extent necessary to permit reduce the sale or other disposition thereof in the manner stated total number of securities to be included in such request proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Holder; PROVIDEDCompany or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, HOWEVERthe Company may withdraw or postpone a Registration Statement referred to in this Section 4(b) at any time before it becomes effective or withdraw, that postpone or terminate the offering after it becomes effective without any liability or obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedStockholder.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (securities, other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stocka registration on Form S-8 or Form F-4, it shall promptly give written notice to the Holder Investors of the Underlying Shares or Restricted Stock of its intention to do sosuch intention. Upon the written request of the Holder, any Investor given within 30 ten (10) days after receipt of any such notice from the Companynotice, the Company shall take all actions under its power and control to include in each instance use its best efforts such registration all of the Registrable Securities held by such Investor and indicated in such request, so as to cause such securities permit the disposition of the shares so registered. Notwithstanding anything in this Section 3, if the managing underwriter of an Underwritten Offering advises the Company in writing that marketing factors require a limitation of the number of shares to be registered under underwritten, then the Registrable Securities Act to be included in such Registration Statement at the request of the Investors pursuant to this Section shall be excluded from such registration and registered or qualified under any state securities law, all Underwritten Offering to the extent necessary to permit the sale or other disposition thereof satisfy such limitation in the manner stated following manner: (i) in the first registration of securities subject to this Section 3, first shares held by the Investors other than the Interested Parties pro rata based on the respective number of Registrable Securities requested to be included in such request Registration Statement, and then to the extent necessary, Registrable Securities requested to be included in such Registration Statement by the HolderInterested Parties pro rata based on the respective number of Registrable Securities requested to be included in such Registration Statement by such Interested Parties; PROVIDEDand (ii) in all other registrations after the first registration subject to this Section 3, HOWEVERpro rata based on the respective number of Registrable Securities requested to be included in such Registration Statement by the Investors, that the obligation to give such without distinction among Interested Parties and other Investors. The notice and to use such best efforts shall not apply registration rights of the Investors hereunder will expire as to any proposal Investor when all of the Company shares held by such Investor may be resold without volume restrictions pursuant to register any of its securities under the Securities Act (a) on Form S-8 (or any successor formRule 144(k), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided.

Piggyback Registration. 3.1 If at any time and from time to time during after the Exercise Period second anniversary of the IPO Closing Date the Company proposes to register any (including for this purpose a registration effected by the Company for stockholders of its the Company other than the Holder) Common Stock under the Securities Act in connection with a public offering solely for cash (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockemployee benefit plan) on Form S-l, it X-0, X-0 or S-11 (or any replacement or successor forms thereto), the Company shall promptly give the Holder written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration (a "Piggyback Registration"). Upon the written request of the Holder, Holder given within 30 20 days after receipt following the date of any such notice from the Companynotice, the Company shall cause to be included in each instance such registration statement and use its best reasonable efforts to cause such securities to be registered under the Securities Act and registered all of the Registrable Securities that the Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or qualified under cease to prepare or file any state securities lawregistration statement for any offering referred to in this Section 3 without any obligation or liability to the Holder. 3.2 If the Underwriters' Representative or Agent shall advise the Company in writing (with a copy to the Holder) that, all in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent necessary to permit of the sale or other disposition thereof in amount and class which the manner stated Company is so advised can be sold without such material adverse effect in such request offering: first, all securities proposed to be sold by the HolderCompany for its own account; PROVIDEDand second, HOWEVER, that the obligation Registrable Securities requested to give be included in such notice registration by the Holder pursuant to this Section 3 and all other securities requested to use such best efforts shall not apply to any proposal be registered other than on behalf of the Company to register any (the "Other Shares") pro rata based on the respective number of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Common Stock the Company shall not be required to include such shares unless held by the Holder agrees to and the terms Person(s) requesting registration of the underwriting and then only in Other Shares (assuming for such quantity as will not, purpose that all limited partnership interests in the opinion of the underwriters, jeopardize the success of the offering Partnership held by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration Holder and such Persons had been redeemed for shares of its securities after giving the notice herein providedCommon Stock).

Piggyback Registration. In addition to KTI's obligations under Section 1.a. of this Appendix B and not in limitation thereof, KTI shall give Consultant at least 30 days' prior written notice of each filing by KTI of a registration statement (other than a registration statement on Form S-4 or Form S-8 or on any successor form thereto) with the Commission. If requested by Consultant in writing at any time and from time to time during time, from the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockdate hereof until June 1, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder2003, given within 30 20 days after receipt of any such notice from notice, KTI shall, at KTI's sole expense (other than the Companyfees and disbursements of counsel for Consultant, and the Company shall underwriting discounts, if any, payable in each instance use its best efforts to cause respect of the Option Shares sold by Consultant), register all or, at Consultant's option, any portion of the Option Shares, concurrently with the registration of such securities to be registered under the Securities Act and registered or qualified under any state securities lawother securities, all to the extent necessary requisite to permit the public offering and sale of the Option Shares through the facilities of the Nasdaq National Market or any other disposition thereof in securities exchange, if any, on which the manner stated in such request by Common Stock is being sold or on the Holder; PROVIDEDover-the-counter market, HOWEVER, that the obligation to give such notice and to will use such its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. For purposes of this Appendix B, "Options Shares" shall not apply include Option Shares which have been previously sold pursuant to any proposal of the Company to register any of its securities a registration statement or Rule 144 promulgated under the Securities Act (a) on Form S-8 (Act. If the managing underwriter of any such offering shall determine and advise KTI that, in its opinion, the distribution of all or any successor form), (b) a portion of the Option Shares requested to be included in connection the registration concurrently with dividend reinvestment plans, or (c) for the purpose securities being registered by KTI would materially adversely affect the distribution of offering such securities by KTI then KTI will include in such registration first, the securities that KTI purposes to another business entity or sell and second, the shareholders of Option Shares requested to be included in such entity in connection with registration, to the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entityextent permitted by the managing underwriter. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless event KTI is advised by the Holder agrees to the terms staff of the underwriting and then only in such quantity as Commission, NASDAQ, self-regulatory or state securities agency that the inclusion of the Option Shares will notprevent, preclude or materially delay the effectiveness of a registration statement filed, KTI, in good faith, may amend such registration statement to exclude the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedOption Shares.

Piggyback Registration. If the Company, at any time and from time to time during after that date which is six months after the Exercise Period consummation of the Company initial public offering of the Common Stock, proposes for any reason to register any of its Common Stock Primary Shares or Other Shares under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockon Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock Stockholders of its intention so to do so. Upon register the Primary Shares or Other Shares and, upon the written request of the Holderrequest, given within 30 15 days after receipt delivery of any such notice from by the Company, of any Stockholder to include in such registration Registrable Shares held by such Stockholder (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall in each instance use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares requested by the Stockholders to be included in such registration, together with the inclusion of all Other Shares, would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing , then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in this (S) 13.3 such registration shall be deemed included in the following order: (i) first, the Primary Shares; (ii) second, the Venture Capital Shares requested to require be included in such registration by the Company Venture Capitalists (pro rata based on the number of Venture Capital Shares held by all Venture Capitalists requesting inclusion of Venture Capital Shares in such registration) ; (iii) third, the Other Shares in such proportion as shall be determined by the Company; and (iv) fourth, the Registrable Shares requested to proceed with any be included in such registration by the Stockholders (pro rata based on the number of its securities after giving the notice herein providedRegistrable Shares held by all Stockholders requesting inclusion of Registrable Shares in such registration).

Piggyback Registration. If at any time and from time to time during after the Exercise Period Closing Date, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock stock or other securities under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering of such securities (other than a registration statement on Form S-8, Form S-4 and /or registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common StockStock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), it shall the Company shall, at such time, promptly give each Investor written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration. Upon the written request of the Holder, each Investor given within 30 twenty (20) days after receipt mailing of any such notice from by the Company, the Company shall in each instance use its best commercially reasonable efforts to cause such securities to be registered under the Securities Act and registered all of the Registrable Securities that each such Investor has requested to be registered, provided, however, if the managing underwriter of an underwritten offering subject to Section 5.1(b) shall advise the Company that the inclusion of Registrable Securities requested to be included in the registration statement would cause an adverse effect on the success of any such offering, based on market conditions or qualified under any state securities lawotherwise (an “Adverse Effect”), all then the Company shall be required to use commercially reasonable efforts to include in such registration statement, to the extent necessary to permit of the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, amount of securities that the obligation to give managing underwriters advise may be sold without causing such notice and to use such best efforts shall not apply to any proposal of Adverse Effect, (i) first securities proposed by the Company to register any of be sold for its securities under the Securities Act (a) on Form S-8 (or any successor form)own account, (bii) in connection with dividend reinvestment plans, or second Registrable Securities and (ciii) for the purpose securities of offering such securities other selling security holders requested to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only included in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedregistration.

Piggyback Registration. If If, at any time and from time to time during the Exercise Period after the Company proposes completes a Public Offering, the Company determines to register any of its Common Stock Securities for its own account or for the account of others under the 1933 Act in connection with the public offering of such Securities, or if the Company registers any Registrable Securities Act (other than pursuant to Section 4.2, then the Company shall, at each such time, promptly give each Holder written notice of such determination no later than ten (S10) 13.1days before its filing with the SEC; provided, that registrations relating solely to Securities to be offered by the Company (or other Person for whose account the registration is made) in connection with an underwritten public offering of such Common Stock, it any acquisition or stock option or stock purchase or savings plan or any other benefit plan shall promptly give written notice not be subject to the Holder of the Underlying Shares or Restricted Stock of its intention to do sothis Section 4.3. Upon the written request of any Holder received by the Holder, given Company within 30 ten (10) days after receipt the giving of any such notice from by the Company, the Company shall in each instance use its best commercially reasonable efforts to cause such securities to be registered under the 1933 Act all of the Registrable Securities Act and registered or qualified under any state securities law, of such Holder that each Holder has requested be registered. If the underwriters of the proposed sale of Registrable Securities determine that inclusion of all of the Registrable Securities requested to the extent necessary to permit be included in such sale would adversely affect the sale or other disposition thereof in of Securities by the manner stated Company, then the Company will include in such request by registration only the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal number of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, which in the opinion of such underwriters and the underwritersCompany would not adversely affect such sale in the following order: (a) first, jeopardize the success Securities of the offering Company; and (b) second, the Registrable Securities requested to be included by the Company. Nothing Holders (including the GPP Holders) pro-rata based on the number of Registrable Securities which each of them request be included in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedsuch registration.

Piggyback Registration. (a) If at any time and from time to time during the Exercise Period the Company Purchaser proposes to register any of its Common Stock NIM Shares under the Securities Act of 1933, as amended (the "Securities Act"), either for its own account or for the account of others, on a registration form that would also permit the registration of the Purchase Price Shares (or any NIM Shares received by the Shareholder arising from a stock dividend, stock split, reorganization, reclassification, merger, exchange or similar occurrence) (other than a registration covering NIM Shares issued pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stockemployee benefit plan, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) a registration on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) S-4 for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock stock, respectively, of such entity or entity), the Purchaser shall, each such time, promptly give the Shareholder written notice of such proposal. Within 30 days after such written notice is given, the Shareholder shall give notice to the Purchaser as to the number of shares of the Purchase Price Shares, if any, which the Shareholder requests to be registered simultaneously with such registration by the Purchaser. The Purchaser shall include in such registration statement the Purchase Price Shares that the Shareholder requests to be registered under the Securities Act and shall take such actions as shall be necessary to maintain the effectiveness of such registration for a period of two hundred seventy (270) days. (b) Notwithstanding the foregoing, if such registration statement was initiated by the Purchaser to effect a primary public offering of its securities and, if at any time after giving written notice of its intention to so register securities and before the effectiveness of the registration statement filed in connection with such registration, the Purchaser determines for any reason either not to effect such registration or to delay such registration, the Purchaser may, at its election, by prior written notice to the Shareholder: (i) in the case of a merger or consolidation determination not to effect registration, relieve itself of its obligation to register the Purchase Price Shares in connection with such entityregistration; or (ii) in the case of a determination to delay registration, delay the registration of the Purchase Price Shares for the same period as the delay registration of such other securities. The Shareholder may, at any time before the effective date of the registration statement relating to such registration, revoke such request by written notice of such revocation to the Purchaser, in which case the Purchaser shall cause the Purchase Price Shares to be withdrawn from such registration statement. In furtherance and not in limitation of the foregoing, in connection with any offering involving an underwriting of Restricted Stock shares of the Company's capital stock, the Company shall not be required to include any of the Purchase Price Shares in such shares underwriting unless the Holder agrees to Shareholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the Company. Nothing in this , provided, however, that if securities are being offered for the account of persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Purchase Price Shares intended to be offered by the Shareholder than the fraction of similar reductions imposed on such other persons or entities (Sother than the Company). (c) 13.3 shall be deemed to require the Company to proceed In connection with any registration of its securities after giving Purchase Price Shares, the notice herein providedShareholder and the Company shall enter into indemnification arrangements customary for a registration of this nature.

Piggyback Registration. If at the Registration Statement described in Section 2 is not effective by the Due Date, and no demand for a Demand Registration Statement has been made pursuant to Section 3, and if (but without any time and from time obligation to time during the Exercise Period do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, except that the rights granted under this Section 4 shall not apply to any registration statement filed with respect to capital shares distributed by The Shaar Fund, Ltd., its successors or assigns) any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten the public offering of such Common Stocksecurities solely for cash (other than a registration relating solely for the sale of securities to participants in a Company stock or option plan or a registration on Form S-4 promulgated under the Act or any successor or similar form registering stock issuable upon a reclassification, it shall upon a business combination involving an exchange of securities or upon an exchange offer for securities of the issuer or another entity), the Company shall, at such time, promptly give each Purchaser written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do sosuch registration (a "Piggyback Registration Statement"). Upon the written request of the Holder, each Purchaser given by fax within 30 ten (10) days after receipt mailing of any such notice from by the Company, which request shall state the intended method of disposition of such shares by such Purchaser, the Company shall cause to be included in such registration statement under the Act (subject to provisions of Section 5 below) all of the Registrable Securities that each instance use its best efforts to cause such securities Purchaser has requested to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder("Piggyback Registration"); PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts nothing herein shall not apply to any proposal of prevent the Company from withdrawing or abandoning the registration statement prior to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedeffectiveness.

Piggyback Registration. If the Corporation at any time and from time to time during the Exercise Period the Company ---------------------- proposes to register any shares of its Common Stock common stock under the Securities Act of 1933 (the "Act") whether or not for sale for its own account, other than pursuant an offering primarily or exclusively to employees, and the registration form to be used may also be used for the registration of common stock owned by the Optionee (Sa "Piggyback Registration"), the Corporation shall at such time notify the Optionee at least thirty (30) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice days prior to the Holder filing of the Underlying Shares or Restricted Stock of its intention to do soany registration statement with respect thereto. Upon the receipt of a written request of the Holder, given Optionee made within 30 ten (10) days after receipt of any such notice from (which request shall specify the Companycommon stock intended to be registered), the Company shall in each instance Corporation will use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities lawefforts, all subject to the extent necessary limitations set forth below, to permit the sale or other disposition thereof in the manner stated include in such request by registration the Holder; PROVIDEDCommon Shares. For the purposes of this subsection 11.1, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply require the Corporation to any proposal reduce the amount or sale price of the Company securities it proposes to register any of its securities under register. Each such request shall also contain an undertaking from the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering Optionee to provide all such securities information and material and to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not take all actions as may be required by the Corporation in order to include such shares unless permit the Holder agrees Corporation to the terms comply with all applicable federal and state securities laws. Notwithstanding any other provision of the underwriting and then only in such quantity as will notthis Section 11, in the opinion case of an underwritten public offering, if the managing underwriter determines that market factors require a limitation of the underwritersnumber of shares to be underwritten, jeopardize the success managing underwriter may limit the number of the offering by the Companyshares (including those of Optionee) to be included in such Piggyback Registration. Nothing in this (S) 13.3 shall If limited, Optionee's shares will be deemed to require the Company to proceed registered pro rata with any registration other holders of its securities after giving the notice herein providedcommon stock or common stock equivalents having Registration Rights.

Piggyback Registration. If (a) After the establishment of a Public Market for the Shares, if the Company at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock Shares under the Securities Act (other than pursuant a registration on Form S-4 or S-8 or any successor form to (Ssimilar effect) 13.1) in connection with an underwritten for sale for cash to the public offering of under the Securities Act, the Company will each such Common Stock, it shall promptly time give written notice to the Holder of the Underlying Shares or Restricted Stock each Shareholder of its intention to do soso register and of the rights of the Shareholders under this Section 4.1, at least 30 days (the “Notice Date”) prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Shareholder the opportunity, subject to Section 4.1(c) hereof, to include in such registration statement the Registrable Shares (as defined in Section 4.1(e) hereof) held by such Shareholder. Upon the written request of the Holder, given any Shareholder made within 30 10 days after the receipt of any such notice from the Company’s notice (which request by such Shareholder shall specify the number of Registrable Shares intended to be disposed of by such Shareholder), the Company will use its reasonable efforts to include in the proposed registration all Registrable Shares which the Company has been so requested to register by such Shareholders, to the extent required to permit the disposition of such Registrable Shares so requested to be registered by the Shareholders. (b) If, at any time after giving such written notice of its intention to register any Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall in each instance use determine for any reason not to register the Shares, the Company may, at its best efforts election, give written notice of such determination to cause such securities the Shareholders and thereupon the Company shall be relieved of its obligation to register any Registrable Shares requested by any Shareholder to be registered included in such registration statement pursuant to this Section 4.1. (c) If the registration referred to in the first sentence of Section 4.1(a) is to be in whole or part an underwritten registration, and the managing underwriter(s) advise the Company in writing that in their good faith opinion such offering would be materially and adversely affected by the inclusion therein of the number of Shares requested to be included therein, the Company shall include Shares in such registration in the following order (i) first, Shares to be sold by the Company shall be included in the registration and (ii) second, Registrable Shares requested to be included by Shareholders pursuant to Section 4.1(a) shall be included on a pro rata basis based on the relative number of Registrable Shares owned by them. (d) The Company shall not be required under this Section 4.1 to effect any “demand” registration or any registration incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (e) For purposes of this Section 4.1, “Registrable Shares” means all of the Shares beneficially owned by the Shareholders except that Shares shall not constitute Registrable Shares with respect to a proposed offer or sale thereof to the extent that: (i) a registration statement with respect to the sale of such Shares shall have become effective under the Securities Act and registered or qualified under any state securities law, all to such Shares shall have been disposed of in accordance with the extent necessary to permit the sale or other disposition thereof in the manner stated plan of distribution set forth in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal registration statement or (ii) as of the Company Notice Date, the Shareholder beneficially owning such Shares has a then-present ability to register any of its securities sell such Shares pursuant to Rule 144 promulgated under the Securities Act (a) on Form S-8 (Act, or any successor form), rule to similar effect (b) in connection it being agreed and understood that those Shares which cannot be sold at such time because of volume or manner of sale limitations applicable with dividend reinvestment plans, or (c) for respect to the purpose of offering such securities to another business entity or the shareholders sale of such entity in connection with the acquisition of assets Shares pursuant to Rule 144, such successor rules or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will notother applicable securities laws, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedRegistrable Shares).

Piggyback Registration. If at any time and from time to time during within one year after the Exercise Period the Company Closing Date Tyler proposes to register any of (whether or not for its Common Stock under the Securities Act (other than pursuant to (Sown account) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act for sale in a firm commitment underwritten public offering, Tyler shall give written notice to the Shareholders of its intention to effect such a registration not later than 15 days prior to the anticipated date of filing with the Commission of a registration statement, which notice shall offer each Shareholder the opportunity to include in such registration statement any of the shares of Tyler Common Stock received in the Merger and held by such Shareholder (a"Shares") that such Shareholder may request (a "Piggyback Registration"). Tyler's obligation under this Section 10.2 shall be limited to registrations as to which a registration statement is to be filed on Form S-8 or before one year after the date hereof. Subject to the provisions of this Agreement, Tyler will use its reasonable efforts to cause all the Shares for which the Shareholders have requested registration to be registered under the Securities Act to the extent required to permit the sale by the Shareholders of such Shares; provided, that if the registration relates to an underwritten public offering and the managing underwriter or underwriters believe that the inclusion of all shares requested to be included in the proposed registration would adversely affect the marketing of such shares, Tyler may first include in such registration all securities Tyler proposes to sell, and the Shareholders shall accept a reduction (or any successor form), (bincluding a total elimination) in connection with dividend reinvestment plansthe number of shares to be included in such registration, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection pro rata with the acquisition other holders of assets or Tyler Common Stock making requests for registration, on the basis of the number of shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Tyler Common Stock the Company shall not so requested to be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering included by the CompanyShareholders and the other selling shareholders. Nothing in this (S) 13.3 section shall be deemed limit Tyler's ability to require the Company to proceed with any withdraw a registration of its securities statement it has filed either before or after giving the notice herein providedeffectiveness.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register any of file a registration statement with respect to its Common Stock under Stock, whether for its own account or for the Securities Act account of an Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), other than pursuant to a registration statement or Form S-4 or S-8 (Sor any successor or substantially similar form) 13.1) and other than in connection with an underwritten public offering of such Common Stockon employee compensation plan, it shall promptly give written notice or securities issued pursuant to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Companyplan, or a dividend reinvestment plan, then the Company shall in each instance case give written notice of such proposed filing to the Stockholder(s) at least twenty (20) days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to the Stockholder(s) the opportunity to have any or all of the Registrable Securities held by the Stockholder(s) included in such registration statement. If any Stockholder desires to 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 its best commercially reasonable efforts to cause include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total number of shares 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 be reduced pro rata, based upon the aggregate number of securities to be registered under offered for the Securities Act accounts of the Stockholder and registered or qualified under any state securities lawall Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, all to the extent necessary to permit reduce the sale or other disposition thereof in the manner stated total number of securities to be included in such request proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Holder; PROVIDEDCompany or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, HOWEVERthe Company may withdraw or postpone a Registration Statement referred to in this Section 4(b) at any time before it becomes effective or withdraw, that postpone or terminate the offering after it becomes effective without any liability or obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedStockholder.

Piggyback Registration. If (a) The Company agrees that if, at any time time, and from time to time during time, after the Exercise Period earlier to occur of (i) the Company proposes to register any date an IPO is declared effective by the SEC and (ii) a Trading Event, the Board shall authorize the filing of its Common Stock a registration statement under the Securities Act (other than the filing of a registration statement pursuant to (S) 13.1the IPO or a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with an underwritten public offering the proposed offer of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock any of its intention to do so. Upon the written request securities by it or any of the Holder, given within 30 days after receipt of any such notice from the Companyits stockholders, the Company shall shall: (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in each instance such registration statement at such Holder’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its reasonable best efforts to cause such securities registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be registered under sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the Securities Act and registered or qualified under any state securities law, all period necessary for such Holder to promptly effect the extent necessary to permit the proposed sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), disposition. (b) in connection with dividend reinvestment plansNotwithstanding any other provision of this Section 5.3, the Company may at any time, abandon or (c) for delay any registration commenced by the purpose of offering such securities to another business entity or Company. In the shareholders event of such entity in connection with an abandonment by the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock Company, the Company shall not be required to include such continue registration of shares unless requested by the Holder agrees for inclusion and the Holder shall retain the right to the terms request inclusion of the underwriting and then only shares as set forth in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (SSection 5.3(a) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedabove.

Piggyback Registration. If the Company at any time and from time to time during the Exercise Period the Company proposes to register for any of its Common Stock under the Securities Act (other than pursuant to (S) 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company reason to register any of its securities under the Securities Act (a) other than pursuant to a registration statement on Form S-4 or Form S-8 (or any a similar or successor form), it shall each such time promptly give written notice to the Buyer of its intention so to do, and, upon the written request of the Buyer given within 30 days after receipt of any such notice to register any of its Buyer Stock (b) in connection with dividend reinvestment planswhich request shall specify the Buyer Stock intended to be sold or disposed of by the Buyer), or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not use its best efforts to cause all such Buyer Stock to be required to include registered under the Securities Act promptly upon receipt of the written request of the Buyer for such shares unless the Holder agrees registration, all to the terms extent requisite to permit the sale or other disposition by the Buyer of the underwriting and then only in such quantity as will notBuyer Stock so registered. If the proposed registration by the Company is, in whole or in part, an underwritten public offering of Common Stock, then any request pursuant to this Section 7.2 to register the opinion Buyer Stock may specify that such 12 shares are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration; provided, however, that if the managing underwriter or underwriters of such offering shall advise the Company in writing that, because of the underwriterssize of the offering intended to be made, jeopardize the success of the offering would be materially and adversely effected by the Company. Nothing in this (S) 13.3 inclusion of the Buyer Stock requested to be included, then the amount of securities to be offered for the account of the Buyer shall be deemed reduced to require the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, further, that the proportion by which the amount of Buyer Stock to be offered by the Buyer is reduced shall not exceed the proportion by which the amount of Common Stock intended to be offered by each other shareholder of the Company to proceed with any registration of its securities after giving the notice herein providedis reduced.

Piggyback Registration. If If, at any time and from time to time during the Exercise Period period commencing ---------------------- on the Company proposes date that is 180 days from the IPO Closing, BII shall propose to register any shares of its Common Stock under (but excluding any shares or securities being registered pursuant to Form S-8 or Form S-4 or any successor form thereto), BII shall (i) give Sega Ozisoft written notice, or telegraphic, telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration at least 20 business days prior to the Securities Act filing of such registration statement and, (ii) upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to BII by Sega Ozisoft within 15 days after the giving of such written confirmation or written notice by BII, BII shall include or cause to be included in any such regis tration statement all or such portion of the Conversion Shares as Sega Ozisoft may request; provided, however, that BII 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 the Common Stock originally proposed to be registered; and provided further, that in connection ---------------- with any registered public offering involving an underwriting, the managing underwriter may (if in its reasonable opinion marketing factors so require) limit the number of securities (including any Conversion Shares) included in such offering (other than pursuant to (S) 13.1) in connection with an underwritten public offering securities of such Common Stock, it shall promptly give written notice to BII). In the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt event of any such notice from the Companylimitation, the Company shall in each instance use its best efforts to cause such securities total number of Conversion Shares to be registered under offered for the Securities Act and registered or qualified under any state securities law, account of Sega Ozisoft in the registration shall be reduced in proportion to the respective number of shares requested to be included therein by all holders of BII's Common Stock (other than BII) entitled to include shares of Common Stock in the registration to the extent necessary to permit reduce the sale or other disposition thereof in total number of shares proposed to be registered to the manner stated in such request number of shares recommended by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. Nothing in this (S) 13.3 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedmanaging underwriter.

Piggyback Registration. If at any time and from time to time during the Exercise Period (a) Whenever securities of the Company proposes are to register any of its Common Stock be registered under the Securities Act (Act, other than pursuant to a registration statement on Form S-4 or Form S-8, and the registration form to be used may be used for the registration of the Registrable Shares (S) 13.1) in connection with an underwritten public offering of such Common Stocka "Piggyback Registration"), it shall promptly the Company will give prompt written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon effect such a registration and will include in such registration all Registrable Shares with respect to which the Company has received written request of the Holder, given requests for inclusion therein within 30 21 days after receipt of any such notice from the Company's notice has been given. (b) If a Piggyback Registration relates to an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold), the Company shall will include in each instance use such registration (i) first, the securities the Company proposes to sell for its best efforts to cause such securities own account, if any, and (ii) second, the Registrable Shares requested to be registered under included in such registration and the Securities Act and registered or qualified under securities requested to be included therein by any state other holders of the Company's securities law, all that have been granted piggyback registration rights prior to the extent necessary date of this Agreement and which are applicable to permit such registration (all such Registrable Shares and other securities being collectively referred to as the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (a"Secondary Shares") on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the underwriting and then only in such quantity as will not, which in the opinion of such underwriters can be sold in such offering without creating such an adverse effect, allocated pro rata among the underwriters, jeopardize holders of such Secondary Shares on the success basis of the offering by the Company. Nothing in this (S) 13.3 shall be number of Secondary Shares owned or deemed to require the Company to proceed with any registration of its securities after giving the notice herein providedbe owned by such holders.