Common use of Piggyback Registrations Rights Clause in Contracts

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx insider trading or similar restrictions; and (v) if all of the Registrable Securities Regisxxxxxx Xxxxxxxxes of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Holder's Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holder shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “"Initial Registration Statement”"), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor Holder elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holder shall enter into the underwriters’ ' form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holder not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Holder's Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities Exchange Act through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, Securities and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities requested by any Holder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Holders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with or terminate such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to and shall not use or disclose any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to Holder or assignee or successor in interest shall comply with all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, Commission Guidance or Underwriter Cutbacks, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering reduce, in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e1(c) hereof, (2) the underwriter approves the inclusion number of such Registrable Securities Piggyback Shares included in such Initial Registration Statement, subject Statement required to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to comply with such Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether Guidance or not such filing is technically required under such Rule)Underwriter Cutbacks.

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holders shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects Holders elect to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holders shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holders not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to inxxxxx xxxxxxx xxxxxxx or xr similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. 1 The Investor shall Agreement will be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long dated as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Closing Date.

Piggyback Registrations Rights. At If, at any time for so long as the Company is required to maintain the effectiveness of a Registration Statement pursuant to Section 1.2(b) of this Agreement, there is not an effective Registration Statement covering all of the Registrable Securities, Securities and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send provide to the Investor a written notice holder of the Registrable Securities the opportunity to have such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include Registrable Securities included in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415Statement; provided, however, that the Company shall only be required to provide such opportunity to holders of Registrable Securities until the earlier of (i) if, at any time after giving written notice of its intention to register any securities and prior to two years from the effective date of this Agreement; (ii) the Registration Statement filed in connection with date such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registrationhave been sold pursuant to a Registration Statement, (ii) in case of a determination by the date such Registrable Securities have otherwise been transferred to Persons who may trade such shares without restriction under the Securities Act, and the Company to delay registration has delivered a new certificate or other evidence of its securities, the Company will be permitted to delay the registration of Registrable Securities ownership for the same period as the delay in registering such other securitiessecurities not bearing a restrictive legend, (iii) each Investor is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the date such Registrable Securities may be sold without volume or manner of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), sale limitations pursuant to Rule 415, so long as (1144(k) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, or any similar provision then in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective effect under the Securities Act as promptly as possible after in the filing thereof and shall keep such Registration Statement continuously effective under opinion of counsel to the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Company.

Piggyback Registrations Rights. At If, at any time there is not an effective Registration Statement covering commencing on the Registrable Securitiesdate twelve (12) months following the closing of the merger contemplated in the Merger Agreement, and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account (a “Company Registration”) or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor each Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement registration statement and shall automatically include in such Registration Statement registration statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415Securities; provided, however, that (i) if, at any time after giving written notice of its is intention to register any securities and prior to the effective date Effective Date of the Registration Statement registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, or (iii) each Investor is subject to confidentiality obligations with respect to any information gained if in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all the written opinion of the Registrable Securities of the Investor cannot be so included due to Commission CommentsCompany’s managing underwriter or underwriters, then the if any, for such Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration StatementUnderwriter”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the underwritten offering andCompany’s securities which can be marketed at a price reasonably related to their then current market value, or without materially and aversely affecting the entire offering, the number of securities to be sold by all stockholders in such eventpublic offering (if any) shall be apportioned pro rata among all such selling stockholders, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among including all holders of registration rights in the manner set forth in Section 1(e) hereofRegistrable Securities, (2) according to the underwriter approves total amount of securities of the inclusion of such Registrable Securities in such Initial Registration StatementCompany proposed to be sold by said selling stockholders, subject to customary underwriter cutbacks applicable to including all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Securities.

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the InvestorHolder’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holder shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor Holder elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holder shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holder not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the InvestorHolder’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holders shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects Holders elect to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holders shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holders not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At (i) If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable SecuritiesSecurities (other than the Registrable Securities of a Holder that failed to comply with its obligations under Section 2(d) or Section 3(j)), and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or consultant benefit plans), then the Company shall send to the Investor each Holder a written notice of such determination at least twenty and, if within ten (2010) days prior to after receipt by a Holder, the filing of Company shall receive a request in writing from any such Registration Statement and Holder, the Company shall automatically include in such Registration Statement registration statement all or any part of such Registrable Securities for resale and offer on a continuous basis pursuant such Holder requests to Rule 415be registered; provided, however, that (iA) 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 registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (iiB) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect in any such case without any obligation or liability to any information gained Holder. Any Holder who elects to include Registrable Securities in a registration statement pursuant to this Section 2(d) shall sell such Registrable Securities on the same terms and conditions as the equity securities of the Company or others (other than other Holders) are being sold pursuant to such registration statement. Notwithstanding the foregoing, nothing in this process or any other material non-public information he, she or it obtains, (ivSection 2(d) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable shall permit the Company to conduct such offering file a registration statement in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part contravention of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth restrictions in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule6(b).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”), commencing one hundred eighty (180) days after the day the Company becomes a Reporting Company, through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Purchasers a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Purchaser hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Purchasers for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Purchaser is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Purchaser or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Purchasers cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At Subject to the inapplication of this provision in connection with an Initial Public Offering (as hereinafter defined) as stated below, if, at any time after the Company becomes a Reporting through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansbenefit, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities) then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Holder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Holders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415415 or that would be consistent with the managing underwriter’s assessment regarding the successful completion of the offering. The Investor shall be entitled For an abundance of clarity, the piggyback registration rights set forth in this Agreement do not grant any right to include all have any shares of Common Stock or other security of the Company, including the Registrable Securities for resale in and the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”)Piggyback Shares, pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of or for resale on a registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold statement filed or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement the consummation of the Company’s initial public offering of its securities (whether or not such filing is technically required under such Rulethe “Initial Public Offering”).

Piggyback Registrations Rights. At Subject to the inapplication of this provision in connection with an Initial Public Offering (as hereinafter defined) as stated below, if, at any time after the Company becomes a Reporting through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansbenefit, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities) then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Holder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Holders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415415 or that would be consistent with the managing underwriter’s assessment regarding the successful completion of the offering. The Investor shall be entitled For an abundance of clarity, the piggyback registration rights set forth in this Agreement do not grant any right to include all have any shares of Common Stock or other security of the Company, including the Registrable Securities for resale in and the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”)Piggyback Shares, pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of or for resale on a registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold statement filed or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement the consummation of the Company’s initial public offering of its securities (whether or not such filing is technically required under such Rulethe “Initial Public Offering”).

Piggyback Registrations Rights. At If, at any time there is not an effective Registration Statement covering commencing on the Registrable Securitiesdate twelve (12) months following the closing of the merger contemplated in the Merger Agreement, and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account (a “Company Registration”) or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor each Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement registration statement and shall automatically include in such Registration Statement registration statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415Securities; provided, however, that (i) if, at any time after giving written notice of its is intention to register any securities and prior to the effective date Effective Date of the Registration Statement registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, or (iii) each Investor is subject to confidentiality obligations with respect to any information gained if in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all the written opinion of the Registrable Securities of the Investor cannot be so included due to Commission CommentsCompany’s managing underwritier or underwriters, then the if any, for such Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration StatementUnderwriter”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the underwritten offering andCompany’s securities which can be marketed at a price reasonably related to their then current market value, or without materially and aversely affecting the entire offering, the number of securities to be sold by all stockholders in such eventpublic offering (if any) shall be apportioned pro rata among all such selling stockholders, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among including all holders of registration rights in the manner set forth in Section 1(e) hereofRegistrable Securities, (2) according to the underwriter approves total amount of securities of the inclusion of such Registrable Securities in such Initial Registration StatementCompany proposed to be sold by said selling stockholders, subject to customary underwriter cutbacks applicable to including all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Securities.

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to insxxxx xxxxxxx xxxxxxx or xx similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. 1 The Investor shall Agreement will be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long dated as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Closing Date.

Piggyback Registrations Rights. At If at any time when there is not an effective Registration Statement covering the Registrable SecuritiesWarrant Shares, and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor a each Holder of Warrant Shares written notice of such determination at least twenty and, if within thirty (2030) days prior after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such registration statement, any such Registration Statement and Holder shall automatically include so request in such Registration Statement writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities for resale and offer on a continuous basis pursuant Warrant Shares which the Company has been so requested to Rule 415register by the Holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided, however, provided that (i) if, 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 registration statement filed in connection with such registration, the Company determines shall determine for any reason not to proceed with register or to delay registration of such registrationsecurities, the Company will may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Warrant Shares in connection with such registrationregistration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination by the Company to delay registration of its securitiesregistering, the Company will shall be permitted to delay the registration of Registrable Securities registering any Warrant Shares being registered pursuant to this Section 2(c) for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect to any information gained . The Company shall include in this process such registration statement all or any other material non-public information hepart of such Warrant Shares such Holder requests to be registered; provided, she or it obtainshowever, (ivthat the Company shall not be required to register any Warrant Shares pursuant to this Section 2(c) each Investor is subject that are eligible for sale pursuant to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (vRule 144(k) if all of the Registrable Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Investor cannot be so included due to Commission CommentsWarrant Shares in such registration statement, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by if the Company after consultation with the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and managing underwriter agree to allow should reasonably determine that the inclusion of such Registrable Warrant Shares as part would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the underwritten offering andWarrant Shares of the Holders, then (x) the number of Warrant Shares of the Holders included in such event, registration statement shall be reduced pro-rata among such Holders (based upon the Investor elects number of Warrant Shares requested to include the Registrable Securities be included in the underwriting subject to an allocation among all holders of registration rights in registration), if the manner set forth in Section 1(eCompany after consultation with the underwriter(s) hereof, (2) the underwriter approves recommends the inclusion of such Registrable Securities fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Initial Registration Statementregistration statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) Warrant Shares intended to be declared effective under offered by the Securities Act as promptly as possible after Holders than the filing thereof and shall keep fraction of similar reductions imposed on such Registration Statement continuously effective under other persons or entities (other than the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such RuleCompany).

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and If the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a “Piggyback Registration”) at a time when no Shelf Registration Statement is effective (whether during or after the Effectiveness Period), then the Company shall send to the Investor each Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415Securities; provided, however, that (i) if, at any time after giving written notice of its is intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Company determines for any reason not to proceed with such registrationPiggyback Registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, Piggyback Registration and (ii) in case of a determination by the Company to delay registration of its securitiessuch Piggyback Registration, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering the other securities to be registered in such other securities, Piggyback Registration. If the Piggyback Registration involves an underwritten offering of securities and the underwriters advise the Company in writing (iii) with a copy to each Investor is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all Holder of the Registrable Securities who has requested to the inclusion of such securities in such offering) that, in its opinion, the Investor cannot amount of Registrable Securities requested to be so included due to Commission Commentsin such Piggyback Registration would materially adversely affect such offering, or the timing thereof, then the Company may reduce will include in such registration, to the number extent of the Investor’s 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 be sold by the Company for its own account; second, the Registrable Securities covered by requested to be included in such Registration Statement registration pursuant to this Section 2(b) and all other securities being registered pursuant to the maximum number which would enable exercise of contractual rights comparable to the Company rights granted in this Section 2(b), pro rata based on the estimated gross proceeds from the sale thereof; and third all other securities requested to conduct be included in such offering in accordance with the provisions registration. Each Holder of Rule 415. The Investor Registrable Securities shall be entitled to include all have its Registrable Securities for resale included in the Registration Statement filed by the Company in connection with a public offering an unlimited number of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), Piggyback Registrations pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule2(b).

Piggyback Registrations Rights. At (i) If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable SecuritiesSecurities (other than the Registrable Securities of a Holder that failed to comply with its obligations under Section 2(d) or Section 3(j)), and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor each Holder a written notice of such determination at least twenty and, if within ten (2010) days prior to after receipt by a Holder, the filing of Company shall receive a request in writing from any such Registration Statement and Holder, the Company shall automatically include in such Registration Statement registration statement all or any part of such Registrable Securities for resale and offer on a continuous basis pursuant such Holder requests to Rule 415be registered; provided, however, that (iA) 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 registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (iiB) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect in any such case without any obligation or liability to any information gained Holder. Any Holder who elects to include Registrable Securities in a registration statement pursuant to this Section 2(d) shall sell such Registrable Securities on the same terms and conditions as the equity securities of the Company or others (other than other Holders) are being sold pursuant to such registration statement. Notwithstanding the foregoing, nothing in this process or any other material non-public information he, she or it obtains, (ivSection 2(d) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable shall permit the Company to conduct such offering file a registration statement in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part contravention of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth restrictions in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule6(b).

Piggyback Registrations Rights. At If, at any time (i) after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and (ii) the Restricted Period (as defined below) and any other restricted period under any other separate lock-up agreement executed by any Holder in connection with the Company’s Initial Public offering has expired (the “Initial Rights Date”), there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall promptly send to the Investor Holders a written notice of such determination at least determination. Upon the request of each Holder given within twenty (20) days prior to after such notice is given by the filing of any such Registration Statement and Company, the Company shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415requested by any Holder hereunder; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictionsixxxxxx xxxxxxx; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Subsection 1.3 hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long or as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested permitted by the underwriters, which as the case may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)be.

Piggyback Registrations Rights. At If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable SecuritiesSecurities or there is an effective Registration Statement that does not permit the resale of all of the Registrable Securities covered thereby (other than the Registrable Securities of a Holder that failed to comply with its obligations under Section 2(f) or Section 3(j)), and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor each Holder a written notice of such determination at least twenty and, if within ten (2010) days prior to after receipt by a Holder, the filing of Company shall receive a request in writing from any such Registration Statement and Holder, the Company shall automatically include in such Registration Statement registration statement all or any part of such Registrable Securities for resale and offer on a continuous basis pursuant such Holder requests to Rule 415be registered; provided, however, that (i) if, at any time after giving written notice of its is intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect in any such case without any obligation or liability to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415Holder. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor Any Holder who elects to include the Registrable Securities in the underwriting subject a registration statement pursuant to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the shall sell such Registrable Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following same terms and conditions as the Effective Date equity securities of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales or others (other than other Holders) are being sold pursuant to such Registration Statement (whether or not such filing is technically required under such Ruleregistration statement. Notwithstanding the foregoing, nothing in this Section 2(d) shall permit the Company to file a registration statement in contravention of the restrictions in Section 6(b).

Piggyback Registrations Rights. At any time If, commencing the date of this Agreement and through the date that is five years after the date hereof, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities 1933 Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsSEC comments or underwriter cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 2(e) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company PASW shall determine to prepare and file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company PASW shall send to the Investor each Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement registration statement and shall automatically include in such Registration Statement registration statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415Securities; provided, however, that (i) 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 registration statement filed in connection with such registration, the Company PASW determines for any reason not to proceed with such registration, the Company PASW will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company PASW to delay registration of its securities, the Company PASW will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, ; and (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement . Notwithstanding anything to the maximum number which would enable the Company to conduct such offering in accordance with contrary contained herein, the provisions of Rule 415. The Investor this Section 2(b) shall not be entitled applicable to include all Registrable Securities for resale in the Registration Statement filed by the Company PASW in connection with a the first public offering of equity by PASW of its securities by the Company after the date of this Agreement (the “Initial Registration Statement”); provided, however, that the Holders of the San Xxxxxxx Registrable Securities shall be entitled to include the San Xxxxxxx Registrable Securities for resale in the Initial Registration Statement, pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereofPASW without PASW’s consent, (2) the underwriter approves the inclusion of such San Xxxxxxx Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor each such holder shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the shares of the San Xxxxxxx Registrable Securities held by the Investor such holder not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, Statement and (4) if all PASW is advised by the staff of the Registrable SEC that it is not eligible to conduct the offering under Rule 415 promulgated under the Securities Act because of the Investor cannot number of shares sought to be so included due to Commission Commentsin the Initial Registration Statement, then the Company PASW may reduce the number of the Investor’s San Xxxxxxx Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company PASW to conduct such offering in accordance with the provisions of Rule 415. The Company 415 and all of such San Xxxxxxx Registrable Securities shall cause any be removed from such Initial Registration Statement filed under this Section 1(d) to be the extent that, in the good faith judgment of the underwriters, the inclusion of such San Xxxxxxx Registrable Securities would jeopardize or substantially delay PASW’s ability to have such Initial Registration Statement declared effective under by the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)SEC.

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. 1 The Investor shall Agreement will be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long dated as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Closing Date.

Piggyback Registrations Rights. At Commencing immediately following the completion by the Company of a business combination with a private company in a reverse merger or reverse take-over transaction (“Reverse Merger”), at any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the InvestorHolder’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holder shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor Holder elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e1(b) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holder shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holder not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holder cannot be so included due to Commission Comments, then the Company may reduce the number of the InvestorHolder’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during until the earlier of (i) one year after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k), or Rule 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder ("Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Holder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Holders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with or terminate such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to and shall not use or disclose any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor is subject to Holder or assignee or successor in interest shall comply with all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section 1(c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities Exchange Act through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, Securities and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities requested by any Holder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Holders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with or terminate such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to and shall not use or disclose any information gained in this process or any other material non-public nonpublic information he, she or it obtains, (iv) each Investor is subject to Holder or assignee or successor in interest shall comply with all applicable laws relating to xxxxxxx ixxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, Commission Guidance or Underwriter Cutbacks, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering reduce, in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale Section l(c) hereof; the number of Piggyback Shares included in the such Registration Statement filed by the Company in connection required to comply with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether Guidance or not such filing is technically required under such Rule)Underwriter Cutbacks.

Piggyback Registrations Rights. At If, at any time after the Company shall become subject to the periodic reporting obligations (a “Reporting Company”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) through the date that is five years after the date the Company becomes a Reporting Company, there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Investor Stockholders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically shall, include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the registration within ten (10) days after the Company sends such notice to the Stockholders (the “Piggyback Shares”) for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Stockholder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Stockholder or assignee or successor in interest is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Stockholders cannot be so included due to Commission CommentsComments or Underwriter Cutbacks, then the Company may reduce reduce, in accordance with the provisions of Section I (c) hereof, the number of the Investor’s Registrable Securities securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holders shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects Holders elect to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holders shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holders not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s each Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City timeEastern Daylight Time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor Holders a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall automatically include in such Registration Statement all Registrable Securities for resale and offer on a continuous basis pursuant to Rule 415; provided, however, that (i) 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 determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, (iii) each Investor Holder is subject to confidentiality obligations with respect to any information gained in this process or any other material non-public information he, she or it obtains, (iv) each Investor Holder is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Investor Holders shall be entitled to include all Registrable Securities for resale in the Registration Statement filed by the Company in connection with a public offering of equity securities by the Company after the date of this Agreement (the “Initial Registration Statement”), pursuant to Rule 415, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects Holders elect to include the Registrable Securities in the underwriting subject to an allocation among all holders of the Holders of registration rights in the manner set forth in Section 1(e1(b) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor Holders shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor Holders not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor Holders cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Holders’ Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause any Registration Statement filed under this Section 1(d1(a) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during until the earlier of (i) one year after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k), or Rule 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder ("Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Piggyback Registrations Rights. At If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable SecuritiesSecurities (other than the Registrable Securities of a Holder that failed to comply with its obligations under Section 3(j) hereof), and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor each Holder a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and registration statement and, if within ten (10) days after receipt by a Holder, the Company shall automatically receive a request in writing from any such Holder, the Company shall include in such Registration Statement registration statement all or any part of such Registrable Securities for resale and offer on a continuous basis pursuant such Holder requests to Rule 415be registered; provided, however, that (i) if, at any time after giving written notice of its is intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities. Notwithstanding the foregoing, (iii) each Investor is subject to confidentiality obligations with respect to any information gained nothing in this process or any other material non-public information he, she or it obtains, paragraph (ivd) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable shall permit the Company to conduct such offering file a registration statement in accordance with contravention of the provisions of Rule 415restrictions in Section 6(b). The Investor Notwithstanding the foregoing, the piggyback registration rights granted pursuant to this Section 2(d) shall be entitled not apply to include all Registrable Securities for resale in the Registration Statement that certain registration statement that is being filed by the Company in connection with a public offering on or about the date hereof (or shortly thereafter) to register approximately 4.5 million shares of equity securities Common Stock that have been or will be issued pursuant to the conversion of certain notes issued by the Company after the date of this Agreement (the “Initial Registration Statement”)on July 31, pursuant to Rule 4152003 and/or October 31, so long as (1) such shares shall not be included as part of the underwritten offering of primary shares by the Company, unless the Company and underwriter agree to allow the inclusion of such Registrable Shares as part of the underwritten offering and, in such event, the Investor elects to include the Registrable Securities in the underwriting subject to an allocation among all holders of registration rights in the manner set forth in Section 1(e) hereof, (2) the underwriter approves the inclusion of such Registrable Securities in such Initial Registration Statement, subject to customary underwriter cutbacks applicable to all holders of registration rights, (3) the Investor shall enter into the underwriters’ form of lockup agreement as and to the extent requested by the underwriters, which may require that all of the Registrable Securities held by the Investor not be sold or otherwise transferred without the consent of the underwriters for a period not to exceed 180 days from the closing of the offering contemplated by the Initial Registration Statement, and (4) if all of the Registrable Securities of the Investor cannot be so included due to Commission Comments, then the Company may reduce the number of the Investor’s Registrable Securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under this Section 1(d) to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)2003.