Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect If Splitco proposes or is required (pursuant to any Registrable Securities not otherwise included in the Automatic Registration Statement Section 2.1 or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes otherwise) to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to a Special Registration Statement), Splitco shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities, at least ten (i10) an Automatic Registration Business Days prior to the filing of any registration statement under the Securities Act or earlier as required pursuant to Section 3 hereof 2.1 or otherwise. (iib) registration Upon the written request of any Holder desiring to have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within ten (10) days following the receipt of written notice from Splitco pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and Section 2.3(a) (which request shall specify the registration form to be used may be used for the registration maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), Splitco shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which Splitco at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by Splitco or the prospectus related thereto (the “Piggyback Registration”). (c) There is no limitation on the number of Piggyback Requests that may be made by Holders pursuant to the preceding sentence which Splitco is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(c) shall relieve Splitco of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Eligible Block Participant wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company will give written notice of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holder with respect to the holder provision of Excluded Registrable Securities necessary information) to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided that in the case of its intention such underwritten block trade, only Eligible Block Participants shall have a right to effect notice and to participate, and provided, further, that the Holder requesting such a registration underwritten block trade shall use commercially reasonable efforts to work with the Company and willthe underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the underwritten block trade. (d) Splitco, subject to the provisions of Subsection 4(b) hereofSections 2.3 and 2.6, may elect to include in such any registration all Excluded Registrable Securities with respect statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Splitco Common Stock and (ii) any other shares of Splitco Common Stock which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities are requested to be included in such registration exceeds pursuant to the number which can be sold in such offering without adversely affecting the marketability exercise of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have piggyback registration rights under granted by Splitco after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any Excluded Registrable Securities not so included underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Participating Holders in such Registration Statementunderwritten offering. (ce) Notwithstanding the foregoing, ifIf, at any time after giving a written notice of Piggyback Registration its intention to register any equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company Splitco shall determine for any reason not to register or to delay registration of such equity securities, the Company Splitco may, at its election, give written notice of such determination to each all Holders of record holder of Excluded Registrable Securities and, following such notice, and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay registeringsuch registration of its equity securities, shall be permitted to delay registering any Excluded the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (f) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to Splitco of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. (g) Splitco shall use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such registration statement have actually been sold.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect The Company shall use its best efforts to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration notify all Holders of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing at least twenty (20) days after before filing any registration statement under the receipt Act for purposes of effecting an underwritten public offering by the Company of securities of the Company’s notice. Company (b) If excluding registration statements relating to any employee benefit plan or a Piggyback Registration is an corporate merger, acquisition or reorganization, or any Form S-3 or similar shelf registration statements relating to the non-underwritten secondary registration on behalf offer and sale of holders securities for the account of persons or entities other than the Company’s securities, ) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested will afford each such Holder an opportunity to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a pro rata share Holder decides not to include all of Excluded its Registrable Securities in any such registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be included in registered on the basis of a good faith determination that inclusion of such Registration Statement as calculated by dividing securities might adversely affect the number success of Excluded Registrable Securities the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded sell Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect If at any time prior to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)January 1, whenever the Company 2016, Fenix proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any shares of its securities common stock under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities Shares (a “Piggyback Registration”), the Company will Fenix shall promptly give written notice to the holder all holders of Excluded Registrable Securities Shares of its intention to effect such a the registration and will, subject to the provisions of Subsection 4(b) hereof, shall include in such the registration all Excluded Registrable Securities with Shares in respect to of which the Company Fenix has received a written request requests for inclusion therein within twenty (20) 20 days after the receipt of the CompanyFenix’s notice. (b) If a (i) the Piggyback Registration is an underwritten primary registration on behalf of Fenix or an underwritten secondary registration on behalf of holders of the Company’s securities, Fenix common stock (other than holders of Registrable Shares) and (ii) the managing underwriter or underwriters advise the Company Fenix in writing that in their opinion the number of securities Registrable Shares requested to be included in such the registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company will include number of Registrable Shares included in such the registration a shall be reduced by the excess, allocating this reduction pro rata share among the holders of Excluded the Registrable Securities Shares requesting inclusion in the registration on the basis of the number of Registrable Shares that they have requested to be included in such the registration. (c) Similarly, if (i) the Piggyback Registration Statement as calculated by dividing is not an underwritten registration and (ii) Fenix, in its good faith judgment, determines that the number of Excluded Registrable Securities Shares requested to be included in such Registration Statement by the registration exceeds the number that can be sold without adversely affecting the marketability of the offering, the number of Registrable Shares included in the Company’s securities registration shall be reduced by the excess, allocating this reduction pro rata among the holders of the Registrable Shares requesting inclusion in the registration on the basis of the number of Registrable Shares that they have requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (cd) Notwithstanding If (i) Fenix has previously filed a registration statement in respect of Registrable Shares pursuant to this Paragraph 1 and (ii) the foregoingprevious registration has not been withdrawn or abandoned, ifFenix shall not file or effect any other registration of any shares of its common stock under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any time after giving holder or holders of its common stock, until a notice period of Piggyback Registration and prior to 90 days has elapsed from the effective date of the previous registration. (e) Fenix shall pay the Registration Statement filed Expenses of the holders of Registrable Shares in connection with such registration, any Piggyback Registration. (f) A holder of Registrable Shares shall have the Company shall determine right to withdraw its request for any reason not to register or to delay inclusion in the registration of such securities, the Company may, at its election, give by written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesFenix.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection Section 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will will, if permitted by all applicable agreements, include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least fifteen (15) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) an Automatic Registration registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act; (ii) any registration statement filed pursuant to Section 3 hereof or 3.1 (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein Holders rights to participate in such registered offering shall be governed by Section 3.1); and (iii) any registration statement relating to the Initial Public Offering unless Registrable Securities of XXXX or its Affiliates are to be sold in the IPO) and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty fifteen (2015) days after the receipt above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company’s notice, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If a Piggyback Registration the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share shall so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number part of the Company’s securities requested written notice provided to be included in such Registration Statement by all selling security holdersthe Holders pursuant to Section 3.2(a). In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall continue enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 3.2 because the number of securities to be underwritten is likely to have registration rights under this Agreement with respect an adverse effect on the price, timing or the distribution of securities to any Excluded be offered, then the Company shall so advise all Holders of Registrable Securities not so which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such Registration Statementregistration, unless such offering does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. (c) Notwithstanding The Company shall have the foregoing, if, at right to terminate or withdraw any time after giving a notice of Piggyback Registration and registration initiated by it under this Section 3.2 prior to the effective date effectiveness of the Registration Statement filed such registration whether or not any Holder has elected to include securities in connection with such registration, . The Registration Expenses of such withdrawn registration shall be borne by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesSection 3.3 hereof.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in After the Automatic Registration Statement or any other Registration Statement as a result expiration of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Lock-Up Period, whenever the Company proposes if NewCo determines to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under either for its own account or the Securities Act (account of a security holder or holders, other than pursuant to (i) an Automatic Registration a registration pursuant to Section 3 hereof 9.1, a registration relating solely to employee or (ii) director benefit plans or employee dividend reinvestment plans, a registration pursuant relating to the offer and sale of debt securities or preferred stock, a registration relating solely to a registration statement on Form S-4 or S-8 corporate reorganization (including by way of merger of NewCo or any successor forms thereto)of its Subsidiaries with any other business) or acquisition of, and the or combination with, another business or a registration on any registration form to be used may be used for the registration of Registrable Securities that does not permit secondary sales (a “Piggyback Registration”), the Company NewCo will (i) promptly give written notice of the proposed Piggyback Registration to the holder of Excluded Registrable Securities of its intention to effect such a registration Purchaser and will, (ii) subject to the provisions of Subsection 4(bSections 9.4(b) hereofand 9.4(c), include in such registration Piggyback Registration and in any underwriting involved therein all Excluded of such Registrable Securities with respect to which the Company has received as are specified in a written request for inclusion therein or requests made by the Purchaser received by NewCo within twenty (20) days ten Business Days after such written notice from NewCo is given to the receipt Purchaser or such shorter period of time as agreed by the Company’s noticePurchaser. (b) If a Piggyback Registration is an underwritten secondary primary registration on behalf of holders of the Company’s securitiesNewCo, and the managing underwriters advise the Company NewCo in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offeringwithin a price range acceptable to NewCo, the Company NewCo will include in such registration a pro rata share of Excluded (i) first, the securities NewCo proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Purchaser and such other securities requested to be included in such registration by holders that are contractually entitled to include such securities therein pursuant to any written agreement entered into by NewCo or any predecessor prior to the date of this Agreement (the “Other Registrable Securities”) pro rata, on the basis of the aggregate number of shares of NewCo Common Stock held by the Purchaser, on the one hand, and each such holder of the Other Registrable Securities, on the other hand, and (iii) third, any other securities requested to be included in such registration. If a Piggyback Registration Statement as calculated by dividing is an underwritten secondary registration on behalf of any holder of Other Registrable Securities, and the managing underwriters advise NewCo in writing that in their opinion the number of Excluded securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Other Registrable Securities, NewCo will include in such registration (A) first, the Other Registrable Securities requested to be included in such Registration Statement registration by the number of holders thereof, (B) second, the Company’s Registrable Securities requested to be included in such registration by the Purchaser, and (C) third, any other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) NewCo and any holder of Other Registrable Securities initiating any registration will have the right to, in its sole discretion, defer, terminate or withdraw any registration initiated by it under this Section 9.4 whether or not the Purchaser has elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the foregoingevent that the SEC or applicable federal securities laws and regulations prohibit NewCo from including all of the Registrable Securities requested by the Purchaser to be registered in a registration statement pursuant to this Section 9.4, ifthen NewCo will be obligated to include in such registration statement only such limited portion of the Registrable Securities as is permitted by the SEC or such federal securities laws and regulations. (d) With respect to any Piggyback Registration, at NewCo will have the right to select the managing underwriter and managers to administer the offering. The Purchaser may not participate in any time after giving a notice of Piggyback Registration and prior to hereunder which is underwritten unless the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, Purchaser (i) in agrees to sell the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities held by the Purchaser on the basis provided in connection any underwriting agreement with such registration, the underwriters and (ii) in completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably required under the case terms of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesunderwriting arrangements.

Piggyback Registrations. (a) With respect All fees and expenses incident to any Registrable Securities not otherwise included in Piggyback Registration including, without limitation, the Automatic Registration Statement Company’s performance of or any other Registration Statement as a result of any limitation imposed by compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register NASD (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of the NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Shares), rating agency fees, printing expenses (including expenses of printing certificates for this purposethe Registrable Shares in a form eligible for deposit with Depository Trust Company and of printing prospectuses), a registration effected messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Shares, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and the fees and expenses of other persons retained by the Company, will be borne by the Company (iiunless paid by a security holder that is not a Holder for whose account the registration is being effected) in whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the case sale of determination to delay registeringthe Registrable Shares will be borne by the Holders pro rata on the basis of the number of shares so registered and the fees and expenses of any counsel, shall accountants, or other persons retained or employed by any Holder will be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering borne by such other securitiesHolder.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of Notwithstanding any limitation imposed by contained in Section 2, if Xxxxxx Xxxxxxx Ltd. at any time proposes after the Commission under Rule 415 (the “Excluded Registrable Securities”)date hereof to effect a Piggyback Registration, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities it will at each such time give prompt written notice (a “Notice of Piggyback Registration”), the Company will give written notice at least 30 days prior to the holder of Excluded Registrable Securities anticipated filing date, to all Holders of its intention to effect do so and of such Holders’ rights under this Section 3, which Notice of Piggyback Registration shall include a registration description of the intended method of disposition of such securities. Upon the written request of any such Holder made within 5 Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the shares of Common Stock and Preferred Stock that are Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), Xxxxxx Xxxxxxx Ltd. will, subject to the other provisions of Subsection 4(b) hereofthis Agreement, include in the registration statement relating to such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf shares of holders of the Company’s securities, Common Stock and the managing underwriters advise the Company in writing that in their opinion the number of securities Preferred Stock requested to be included in that are Registrable Securities, to the extent requisite to permit the disposition of such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing accordance with the number intended method of Excluded Registrable Securities requested to be included disposition set forth in such Registration Statement by the number Notice of the Company’s securities requested to be included in such Registration Statement by all selling security holdersPiggyback Registration. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company Xxxxxx Xxxxxxx Ltd. shall determine for any reason not to register or to delay registration of such securities, the Company Xxxxxx Xxxxxxx Ltd. may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities Holder and, following such noticethereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, registration (but not from its obligation to pay the registration expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve any of the Issuers of their obligations to effect a Registration under Section 2. (b) If a Piggyback Registration becomes a Cutback Registration, Xxxxxx Xxxxxxx Ltd. will include in such registration, to the extent of the amount or kind of securities which the managing underwriter advises Xxxxxx Xxxxxxx Ltd. can be sold in such offering without adversely affecting the success of such offering, (x) first, the securities proposed by the Issuers to be sold for its own account, (y) second, pro rata on the basis of the number of equity securities that are Registrable Securities held by the Holders, and (z) third, any securities of Xxxxxx Xxxxxxx Ltd. (other than Registrable Securities) proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among Xxxxxx Xxxxxxx Ltd. and such holders and any securities to excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Piggyback Registrations. (a) With respect to If, at any Registrable Securities not otherwise included in time during the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Effective Period, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to Section 2.1) proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration statement (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), and the registration form to be used may be used for the in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall use commercially reasonable efforts to give written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities as it may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company will give written notice shall use its commercially reasonable efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received from the Holder a written request for inclusion therein within twenty (20) 15 days after the following receipt of any Piggyback Notice by the Company’s notice. (b) If Holder, which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Holder and the intended method of distribution thereof. The Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least 2 Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holder’s rights under this Section 2.2 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holder shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a fully marketed underwritten offering and the delay managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such fully marketed underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or by any Person (other securitiesthan the Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holder; and (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

Piggyback Registrations. (a) With respect to any The Company shall notify each Holder who holds Registrable Securities not otherwise included in writing at least ten (10) Business Days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration relating to (i) an Automatic Registration pursuant to Section 3 hereof offering excluded from a Qualified Equity Offering or (ii) registration pursuant to which is a Special Registration, or a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form that does not permit secondary sales and in any event including a registration resulting from obligations arising out of any other registration rights agreement to be used may be used for which the registration Company is a party, including the Registration Rights Agreement, dated as of Registrable Securities October 23, 2009 (a the “Piggyback RegistrationCapGen Registration Rights Agreement”), by and between the Company will give written notice and CapGen Capital Group III LP ( “CapGen”) and shall afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or part of the Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within five (5) Business Days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state such Holder’s desire to include all or a part of the Registrable Securities held by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to which offerings of its securities, all upon the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticeterms and conditions set forth herein. (b) If a Piggyback Registration the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include shall so advise in such registration a pro rata share of Excluded notice the Holders who hold Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holdersSecurities. In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of the Registrable Securities shall continue such Holder desires to have include in such registration rights under this Agreement with respect in the underwriting. All Holders proposing to any Excluded distribute their Registrable Securities not so through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten in a registration statement pursuant to this Section 2.2, the number of shares that may be included in such underwriting shall be allocated (i) first, to the Company (if the company prompted the filing of the registration statement prompting compliance with this Section 2.2); (ii) second, to CapGen pursuant to the CapGen Registration Statement. Rights Agreement (ciii) Notwithstanding third, to all Holders who are entitled to participate and who have elected to participate in the foregoingoffering pursuant to the terms of this Agreement, ifon a pro rata basis based upon the total number of shares held by each such participating Holder that are subject to piggyback registration rights pursuant hereto; and (iv) fourth, to any other shareholder of the Company on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at any time after giving a notice of Piggyback Registration and least 10 calendar days prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register registration statement or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination registration statement on Form S-3 or similar short-form registration statement, by the close of business on the first Business Day after the public notice of an offering or if the offering is publicly announced at the beginning of a Business Day, 4:00 P.M. New York City Time on such day. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to register, include securities in such registration. The Registration Expenses of such withdrawn registration shall be relieved of its obligation borne by the Company in accordance with Section 2.3. (d) The Company shall not grant to any other Person the right to request the Company to register any Excluded Registrable Securities shares of Common Stock in connection a piggyback registration unless such rights are consistent with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesprovisions hereof.

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least twenty (20) calendar days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to (i) an Automatic follow-on offerings of securities of the Company, but excluding Special Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), Statements and the registration form to be used may be used for the registration Company’s Initial Public Offering so long as no other stockholders of Registrable Securities (a “Piggyback Registration”), the Company are then selling Common Stock in connection therewith) and will give written notice afford each such Holder a reasonable opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or part of such Registrable Securities with respect held by such Holder. Each Holder desiring to which include in any such registration statement all or any part of the Company has received a written request for inclusion therein Registrable Securities held by such Holder shall, within twenty (20) calendar days after the receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of such Holder’s noticeRegistrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, in each case subject to the terms and conditions set forth herein. (b) If a Piggyback Registration is an underwritten secondary The Company shall have the right to terminate or withdraw any registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated initiated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights it under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and Section 2.3 prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration effectiveness of such securities, the Company may, at its election, give written notice of such determination registration whether or not any Holder has elected to each record holder of Excluded Registrable Securities and, following such notice, (i) include securities in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) shall promptly notify any Holder that has elected to include securities in the case such registration of determination to delay registering, such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be permitted to delay registering any Excluded Registrable Securities for borne by the same period as the delay Company in registering such other securitiesaccordance with Section 2.5 below.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever If the Company proposes determines to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under either for its own account or the Securities Act (account of a security holder or holders, other than pursuant to (i) an Automatic Registration a registration pursuant to Section 3 hereof 5.1, a registration relating solely to any employee or (ii) director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan, a registration pursuant relating to the offer and sale of debt securities, a registration relating solely to a registration statement on Form S-4 or S-8 corporate reorganization (including by way of merger of the Company or any successor forms thereto)of its Subsidiaries with any other business) or acquisition of another business, and the or a registration on any registration form to be used may be used for the registration of Registrable Securities that does not permit secondary sales (a “Piggyback Registration”), the Company will shall (i) promptly give written notice of the proposed Piggyback Registration to the holder of Excluded Registrable Securities of its intention to effect such a registration Shareholder and will, (ii) subject to the provisions of Subsection 4(bSection 5.5(b) hereofand Section 5.5(c), include in such registration Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all Excluded of such Registrable Securities with respect to which the Company has received as are specified in a written request for inclusion therein or requests (“Piggyback Requests”) made by the Shareholder received by the Company within twenty ten (2010) days Business Days after such written notice from the receipt Company is given to the Shareholder. Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Company’s noticeShareholder. (b) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the aggregate number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the offering price), the Company shall include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, which securities shall be included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by the holders of Registrable Securities and holders that are contractually entitled to include such securities therein pursuant to any written agreement entered into by the Company prior to the date of this Agreement (the “Other Registrable Securities”), pro rata on the basis of the number of Registrable Securities and Other Registrable Securities requested to be included in such registration and (iii) third, any other securities requested to be included in such registration. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of holders any holder of the Company’s securitiesOther Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability success of such offering (including an adverse effect on the offeringoffering price), the Company will shall include in such registration a pro rata share only such securities as can be sold without such an effect, which securities shall be included in the following order of Excluded priority: (i) first, the Other Registrable Securities requested to be included in such Registration Statement as calculated by dividing registration, (ii) second, the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s registration and (iii) third, any other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (cd) The Company and any holder of Other Registrable Securities initiating any registration shall have the right to, in its sole discretion, defer, terminate or withdraw any registration initiated by it under this Section 5.5 whether or not the Shareholder has elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the foregoing, if, at any time after giving a notice of Piggyback Registration event that the SEC or applicable federal securities Laws and prior to regulations prohibit the effective date Company from including all of the Registration Statement filed Registrable Securities requested by the Shareholder to be registered in connection with such registrationa registration statement pursuant to this Section 5.5, then the Company shall determine for any reason not be obligated to register or to delay include in such registration statement only such portion of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following as is permitted by the SEC or such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, federal securities Laws and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesregulations.

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least fifteen (15) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) an Automatic Registration registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act; (ii) any registration statement filed pursuant to Section 3 hereof or 3.1 (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein Holders rights to participate in such registered offering shall be governed by Section 3.1); and (iii) any registration statement relating to the Initial Public Offering unless Registrable Securities of XXXX or its Affiliates are to be sold in an IPO) and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty fifteen (2015) days after the receipt above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company’s notice, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If a Piggyback Registration the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share shall so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number part of the Company’s securities requested written notice provided to be included in such Registration Statement by all selling security holdersthe Holders pursuant to Section 3.2(a). In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall continue enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 3.2 because the number of securities to be underwritten is likely to have registration rights under this Agreement with respect an adverse effect on the price, timing or the distribution of securities to any Excluded be offered, then the Company shall so advise all Holders of Registrable Securities not so which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such Registration Statementregistration, unless such offering does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. (c) Notwithstanding The Company shall have the foregoing, if, at right to terminate or withdraw any time after giving a notice of Piggyback Registration and registration initiated by it under this Section 3.2 prior to the effective date effectiveness of the Registration Statement filed such registration whether or not any Holder has elected to include securities in connection with such registration, . The Registration Expenses of such withdrawn registration shall be borne by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesSection 3.3 hereof.

Piggyback Registrations. (a) With respect The Company shall use its best efforts to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration notify all Holders of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing at least twenty (20) days after before filing any registration statement under the receipt Act for purposes of effecting an underwritten public offering by the Company of securities of the Company’s notice. Company (b) If excluding registration statements relating to any employee benefit plan or a Piggyback Registration is an corporate merger, acquisition or reorganization, or any Form S-3 similar shelf registration statements relating to the non-underwritten secondary registration on behalf offer and sale of holders securities for the account of persons or entities other than the Company’s securities, ) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested will afford each such Holder an opportunity to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a pro rata share Holder decides not to include all of Excluded its Registrable Securities in any such registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be included in registered on the basis of a good faith determination that inclusion of such Registration Statement as calculated by dividing securities might adversely affect the number success of Excluded Registrable Securities the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded sell Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever 4.1. Whenever the Company proposes to register (including, for this purpose, its own account or for any other person other than in a registration effected by the Company for other shareholders) pursuant to Section 2 or 3 any of its securities under either the Securities Act (other than pursuant a registration in connection with a merger or acquisition on Form F-4 or S-4 or one relating solely to employee benefit plans under Form S-8 or any similar form) or the Israeli Securities Laws, it will promptly, and at least thirty (i30) an Automatic Registration pursuant days prior to Section 3 hereof or (ii) registration pursuant to the initial filing of a registration statement on Form S-4 with the SEC or S-8 or any successor forms thereto)Israeli equivalent, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities Shareholders of its intention to effect such a registration and will, will include in such registration all the Registrable Securities not previously registered held by the Shareholders (subject to the provisions of Subsection 4(bSection 4.3 hereto) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a receives written request requests for inclusion therein within twenty (20) days after the receipt of such notice by the Shareholders (a “Piggyback Registration”). 4.2. In the case of any registration initiated by the Company’s notice, the Company shall have the right to designate the managing underwriter in any underwritten offering and any Shareholders participating in such underwritten registration shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (b) 4.3. If a Piggyback Registration is an underwritten secondary registration on behalf of holders offering of the Company’s securities, securities and the managing underwriters advise underwriter advises the Company in writing that in their opinion marketing factors require a limitation of the number of Registrable Securities to be underwritten, the Company will include its securities requested in such registration in the following order: (a) if the Piggyback Registration is initiated by the Company: (i) first, all Registrable Securities proposed to be included by the Company. (ii) second, the Registrable Securities held by the Shareholders and the Holders on a pro rata basis. (b) if the Piggyback Registration is not initiated by the Company: (i) first, all Registrable Securities proposed to be included by the Shareholders and the Holders; provided that if such securities cannot be included, the Company shall include the Registrable Securities pro rata. (ii) second, all other securities of the Company or any other shareholders proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever Whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to the holder all holders of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect of the proposed offering at least 15 days before the initial filing with the SEC of such registration statement, and offer to which include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 7.2 shall advise the Company has received a written request for inclusion therein in writing within twenty (20) 15 days after the date of receipt of such notice from the Company’s notice, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. (b) The registration expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations to the extent provided in Section 7.5 hereof. (c) If a Piggyback Registration is an underwritten secondary primary registration on behalf of holders of the Company’s 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration a pro rata share of Excluded registration: (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of the securities requested to be included in such registration. (d) If a Piggyback Registration Statement as calculated by dividing is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of Excluded securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration, the Registrable Securities requested to be included in such Registration Statement by registration, pro rata among the number holders of the Company’s other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever Whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to the holder all holders of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect of the proposed offering at least 15 days before the initial filing with the SEC of such registration statement, and offer to which include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 10.1 shall advise the Company has received a written request for inclusion therein in writing within twenty (20) 15 days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. (b) The registration expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations to the extent provided in Section 10.3 hereof. (c) If a Piggyback Registration is an underwritten primary registration on behalf of holders of the Company’s noticesecurities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration: (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of the securities requested to be included in such registration. (bd) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will include in such registration a pro rata share of Excluded registration, the Registrable Securities requested to be included in such Registration Statement as calculated by dividing registration, pro rata among the number holders of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (ai) With respect to any Registrable Securities not otherwise included in the Automatic a Registration Statement or any other Registration Statement pursuant to Section 3(a) as a result of any limitation imposed by the Commission under Rule 415 Staff, or otherwise (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic a Registration pursuant to Section 3 3(a) hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Securities, the Company will give written notice to the each holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b3(d)(ii) hereof, and to the extent permitted by the Staff, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticenotice (a “Piggyback Registration”). (bii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (ciii) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever Whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 4 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities Investor of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b3(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty ten (2010) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement registration statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement registration statement by the number of the Company’s securities requested to be included in such Registration Statement registration statement by all selling security holders. In such event, the holder of Excluded Registrable Securities Investor shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement.registration statement (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities...

Piggyback Registrations. (a) With respect to If, at any Registrable Securities not otherwise included in time following the Automatic Registration Statement or any other Registration Statement as a result last day of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Holding Period, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to Section 2.1) proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration statement (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 S-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), and the registration form to be used may be used for the in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company will give written notice shall use its reasonable best efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a from any Holder written request requests for inclusion therein within twenty (20) 15 days after the following receipt of any Piggyback Notice by such Holder, which request shall specify the Company’s notice. (b) If maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least 2 Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holders shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the delay managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or by any Person (other securitiesthan a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) The Company shall, at the request of any Holder seeking to effect a Partner Distribution, use its reasonable best efforts to file any Prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, to effect such Partner Distribution; provided that no language shall be included that the Company’s counsel considers misleading, inaccurate or otherwise inappropriate for inclusion in such document.

Piggyback Registrations. (ai) With respect to any Registrable Securities not otherwise included in the Automatic a Registration Statement or any other Registration Statement pursuant to Section 3(a) as a result of any limitation imposed by the Commission under Rule 415 Staff, or otherwise (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholdersstockholders) any of its securities under the Securities Act (other than pursuant to (ix) an Automatic a Registration Statement pursuant to Section 3 3(a) hereof or (iiy) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Securities, the Company will give written notice to the each holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b3(e)(ii) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty five (205) days after the receipt of the Company’s noticenotice (a “Piggyback Registration”). (bii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (ciii) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect If at any time prior to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)___________, whenever the Company 20__, F5 Finishes proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any shares of its securities common stock under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities Shares (a “Piggyback Registration”), the Company will F5 Finishes shall promptly give written notice to the holder all holders of Excluded Registrable Securities Shares of its intention to effect such a the registration and will, subject to the provisions of Subsection 4(b) hereof, shall include in such the registration all Excluded Registrable Securities with Shares in respect to of which the Company F5 Finishes has received a written request requests for inclusion therein within twenty (20) days after the receipt of the Company’s F5 Finishes’ notice. (b) If a (i) the Piggyback Registration is an underwritten primary registration on behalf of F5 Finishes or an underwritten secondary registration on behalf of holders of the Company’s securities, F5 Finishes common stock (other than holders of Registrable Shares) and (ii) the managing underwriter or underwriters advise the Company F5 Finishes in writing that in their opinion the number of securities Registrable Shares requested to be included in such the registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company number of Registrable Shares included in the registration will include in such registration a be reduced by the excess, allocating this reduction pro rata share among the holders of Excluded the Registrable Securities Shares requesting inclusion in the registration on the basis of the number of Registrable Shares that they have requested to be included in such the registration. (c) If (i) the Piggyback Registration Statement as calculated by dividing is not an underwritten registration and (ii) F5 Finishes, in its judgment, determines that the number of Excluded Registrable Securities Shares requested to be included in such Registration Statement by the registration exceeds the number that can be sold without adversely affecting the marketability of the offering, the number of Registrable Shares included in the Company’s securities registration will be reduced by the excess, allocating this reduction pro rata among the holders of the Registrable Shares requesting inclusion in the registration on the basis of the number of Registrable Shares that they have requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (cd) Notwithstanding If (i) F5 Finishes has previously filed a registration statement in respect of Registrable Shares pursuant to this Section 2 and (ii) the foregoingprevious registration has not been withdrawn or abandoned, ifF5 Finishes shall not file or effect any other registration of any shares of its common stock under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any time after giving holder or holders of its common stock, until a notice period of Piggyback Registration and prior to at least ninety (90) days has elapsed from the effective date of the previous registration. (e) F5 shall pay the Registration Statement filed Expenses of the participating holders of Registrable Shares in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Registration.

Piggyback Registrations. (a) With respect to any Until the date on which all Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Shares are no longer Registrable Securities”)Shares, whenever if the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration a registration statement filed pursuant to Section 3 hereof or Rule 415 under the Securities Act, (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms theretoform, (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, (iv) any registration statement filed by the Company relating to the offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement (as defined in the Purchase Agreement), or (v) any registration statement filed in connection with a demand registration other than pursuant to Section 2 of this Agreement; provided, however, that the exceptions in clauses (iv) and (v) shall not apply if underwritten offerings are proposed to be made under such registration statements) and the registration form to be used may be used for the registration of Registrable Securities Shares, the Company will give prompt written notice to all Holders of Registrable Shares of its intention to effect such a registration (each a “Piggyback Notice”) and, subject to subparagraphs 3(b) and (c) below, the Company will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within ten business days after the date of sending the Piggyback Notice (a “Piggyback Registration”), unless, if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company will give written notice to in writing that in their opinion, the holder inclusion of Excluded Registrable Securities of its intention to effect Shares would materially adversely interfere with such a registration and willoffering, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of materially adversely affect the Company’s noticesecurities in the public markets, or otherwise materially adversely affect the Company. Notwithstanding the foregoing, if the Registration pursuant to Section 2 is then in effect, the Company shall have no obligation to effect the registration of Registrable Shares under this Section 3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If a Piggyback Registration is an underwritten secondary a primary registration on behalf of holders of the Company’s securitiesCompany and, if the Piggyback Registration is an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration a pro rata share of Excluded (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities Shares requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s and any other securities requested to be included in such Registration Statement by all selling security holders. In registration, pro rata among the holders of Registrable Shares requesting such event, registration and the holder holders of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included such other securities on the basis of the number of Shares requested for inclusion in such Registration Statementregistration by each such holder. (c) Notwithstanding the foregoing, if, at any time after giving If a notice of Piggyback Registration and prior is a secondary registration on behalf of holders of the Company’s securities other than the Holders of Registrable Shares, and, if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the effective date of the Registration Statement filed in connection with Holders initially requesting such registration, the Company shall determine for any reason not will include in such registration the securities requested to register or be included therein by the holders requesting such registration and the Registrable Shares requested to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) be included in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) pro rata among the holders of securities requesting such registration on the basis of the number of Shares requested for inclusion in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesregistration by each such holder.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of Notwithstanding any limitation imposed by contained in Section 2, if Xxxxxx Xxxxxxx Ltd. at any time proposes after the Commission under Rule 415 (the “Excluded Registrable Securities”)date hereof to effect a Piggyback Registration, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities it will at each such time give prompt written notice (a “Notice of Piggyback Registration”), the Company will give written notice at least 30 days prior to the holder of Excluded Registrable Securities anticipated filing date, to all Holders of its intention to effect do so and of such Holders’ rights under this Section 3, which Notice of Piggyback Registration shall include a registration description of the intended method of disposition of such securities. Upon the written request of any such Holder made within 5 Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the shares of Common Stock, Preferred Stock and Warrants that are Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), Xxxxxx Xxxxxxx Ltd. will, subject to the other provisions of Subsection 4(b) hereofthis Agreement, include in the registration statement relating to such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf shares of holders of the Company’s securitiesCommon Stock, Preferred Stock and the managing underwriters advise the Company in writing that in their opinion the number of securities Warrants requested to be included in that are Registrable Securities, to the extent requisite to permit the disposition of such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing accordance with the number intended method of Excluded Registrable Securities requested to be included disposition set forth in such Registration Statement by the number Notice of the Company’s securities requested to be included in such Registration Statement by all selling security holdersPiggyback Registration. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company Xxxxxx Xxxxxxx Ltd. shall determine for any reason not to register or to delay registration of such securities, the Company Xxxxxx Xxxxxxx Ltd. may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities Holder and, following such noticethereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, registration (but not from its obligation to pay the registration expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve any of the Issuers of their obligations to effect a Registration under Section 2. (b) If a Piggyback Registration becomes a Cutback Registration, Xxxxxx Xxxxxxx Ltd. will include in such registration, to the extent of the amount or kind of securities which the managing underwriter advises Xxxxxx Xxxxxxx Ltd. can be sold in such offering without adversely affecting the success of such offering, (x) first, the securities proposed by the Issuers to be sold for its own account, (y) second, pro rata on the basis of the number of equity securities that are Registrable Securities held by the Holders, and (z) third, any securities of Xxxxxx Xxxxxxx Ltd. (other than Registrable Securities) proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among Xxxxxx Xxxxxxx Ltd. and such holders and any securities to excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever Whenever the Company proposes to register (includingany Class A Common Stock for its own or others’ account under the Securities Act, for this purpose, other than a registration effected by the Company for other shareholders) any of its securities relating to employee benefit plans or a registration solely relating to shares to be sold under Rule 145 or a similar provision under the Securities Act (other than pursuant or a demand registration under Section 2, the Company shall give each Holder prompt written notice of its intent to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or do so. Upon the written request of any successor forms thereto), and the registration form to be used may be used for the registration Holder given within 10 days after receipt of Registrable Securities (a “Piggyback Registration”)such notice, the Company will give written notice use its best efforts to the holder of Excluded Registrable Securities of its intention cause to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include be included in such registration all Excluded of the Registrable Securities with respect to which that such Holder requests; provided that the Company has received a written request for inclusion therein within twenty (20) days after shall have the receipt of the Company’s noticeright to postpone, delay or cancel any registration made under this Section 3. (b) If a Piggyback Registration the Company is an underwritten secondary registration on behalf of holders advised in writing in good faith by any managing underwriter of the Company’s securitiessecurities being offered pursuant to any registration statement under this Section 3 that, and the managing underwriters advise the Company in writing that in their opinion because of marketing considerations, the number of securities requested shares to be included in such registration exceeds sold by Persons other than the Company is greater than the number which of such shares that can be sold in such offering offered without adversely affecting the marketability of the offering, the Company will include in such registration a may reduce pro rata share the number of Excluded shares offered for the accounts of such Persons (based upon the number of shares requested by each such Person to be included in the registration) to a number deemed satisfactory by such managing underwriter. Such pro rata reduction shall be applied first, to shares held by such Persons other than Registrable Securities, which shares will not be included in the registration unless all Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded registration have been included, and second, pro rata among the Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any 8.2.1 The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least thirty (30) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to for purposes of a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration public offering of Registrable Securities (a “Piggyback Registration”), securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will give written notice afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within thirty (30) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to which offerings of its securities, all upon the Company has received a terms and conditions set forth herein. Upon the written request for inclusion therein of each Holder given within twenty (20) days after mailing of such notice by the receipt Company, the Company shall use commercially reasonable efforts to cause to be registered under the Act all of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing Registrable Securities that in their opinion the number of securities each such Holder has requested to be included registered. 8.2.2 If the registration statement in such registration exceeds respect of which the number which can be sold in such offering without adversely affecting the marketability of the Company gives notice under this Clause 8.2 is for an underwritten offering, the Company will include in such registration a pro rata share shall so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holdersSecurities. In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Clause 8.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Clause 8.2.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall continue enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to have registration rights under this Agreement with respect be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any Excluded Registrable Securities not so shareholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling shareholder be included in such Registration Statement. registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of at least twenty five percent (c25%) Notwithstanding of the foregoingRegistrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, ifsuch Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at any time after giving a notice of Piggyback Registration and least ten (10) Business Days prior to the effective date of the Registration Statement filed registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. 8.2.3 The Company shall have the right to terminate or withdraw any registration initiated by it under this Clause 8.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in connection with such registration, . The expenses of such withdrawn registration shall be borne by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesClause 8.4 hereof.

Piggyback Registrations. (a) With respect to If at any Registrable Securities not otherwise included in time following the Automatic Registration Statement or any other Registration Statement as a result date of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)this Agreement, whenever the Company proposes for any reason to register (including, for this purpose, a registration effected by the Company for other shareholders) any shares of its securities Common Stock under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or Form S-8 (or any a similar or successor forms theretoform), and ) with respect to an offering of Common Stock by the registration form to be used may be used Company for its own account or for the registration account of Registrable Securities (a “Piggyback Registration”)any of its security holders, the Company will it shall at each such time promptly give written notice to the holder of Excluded Registrable Securities Holders of its intention to effect do so (but in no event less than ten days before the anticipated filing date). Such notice shall offer such a registration and willHolders the opportunity to register such number of shares of Registrable Securities as each such Holder may request; provided, subject however, that the Company shall not be obligated to the provisions of Subsection 4(b) hereof, include register in such registration all Excluded situation less than 100,000 shares of Registrable Securities with respect if the holder thereof is able to which sell such shares pursuant to Rule 144(k) under the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticeSecurities Act. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and The Company shall use its reasonable efforts to cause the managing underwriters advise Underwriter or Underwriters of a proposed underwritten offering to permit the Company in writing that in their opinion the number shares of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in the registration statement for such Registration Statement offering to be included (on the same terms and conditions as calculated the Common Stock of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if in the reasonable judgment of the managing Underwriter or Underwriters, due to the size of the offering which the Company or such other persons or entities intend to make, the success of the offering would be adversely affected by dividing inclusion of the number of Excluded Registrable Securities requested to be included in such Registration Statement included, then, if the offering is by the Company for its own account or is an offering by other holders registering shares of Common Stock of the Company pursuant to demand registration rights, then the number of shares of Common Stock to be offered for the Company’s securities requested accounts of the Holders and other holders requesting to register shares of Common Stock of the Company pursuant to similar piggyback registration rights shall be reduced by first allocating shares to pro rata the holders of the Debentures and Preferred Stock (as defined in the Debenture and Note Agreement) or shares issued upon conversion of Debentures exercising piggyback registration rights and then pro rata based on the relative percentage ownership of all shares of Common Stock then outstanding owned by the Holders and such other holders to the extent necessary to reduce the total number of shares of Common Stock to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior offering to the effective date of the Registration Statement filed in connection with amount recommended by such registration, the Company shall determine for any reason not to register managing Underwriter or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesUnderwriters.

Piggyback Registrations. (ai) With Without limiting any obligation of the Company and subject to the provisions of this Section 2(d), if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to any the Registrable Securities not otherwise included in and (ii) the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by Company shall determine to prepare and file with the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by statement or offering statement relating to an offering for its own account or the Company for other shareholders) any account of its securities others under the Securities Act of any of its equity securities (other than pursuant to (iA) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor forms thereto), and the registration form their then equivalents relating to equity securities to be used may be used issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, (B) for a dividend reinvestment or similar plan or rights offering or (C) for an offering of debt that is convertible into equity securities of the registration of Registrable Securities Company) (a “Piggyback Registration”), then the Company will give shall deliver to each Holder a written notice to of such determination and, if within ten (10) days after the holder date of Excluded Registrable Securities the delivery of its intention to effect such a registration and willnotice, subject to any such Holder shall so request in writing, the provisions of Subsection 4(b) hereof, Company shall include in such registration statement or offering statement all Excluded or any part of the Registrable Securities with respect that such Holder requests to which be registered on the same terms and conditions as any similar securities of the Company has received included in such offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(d) that are the subject of a written request for then-effective Registration Statement. The inclusion therein within twenty (20) days after of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the receipt managing underwriters, including representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Company’s noticeHolder as are generally prevailing in agreements of that type, and such Holder shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the managing underwriters and required under the terms of such underwriting agreement. Notwithstanding the foregoing, the Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. (bii) If a Piggyback Registration is an underwritten secondary primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (A) first, the securities the Company proposes to sell, (B) second, the Registrable Securities requested to be included in such registration by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder and (C) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. (iii) If a Piggyback Registration relates to a secondary underwritten registration on behalf of other holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration a pro rata share of Excluded (A) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such Registration Statement as calculated registration by dividing any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such holders initially requesting such registration and such Holders on the basis of the number of Excluded Registrable Securities requested to be included in owned by each such Registration Statement by the number of the Company’s Holder and (B) second, other securities requested to be included in such Registration Statement by all selling security holders. In such eventregistration which, in the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date opinion of the Registration Statement filed in connection with underwriters, can be sold without any such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesadverse effect.

Piggyback Registrations. (a) With respect The Company shall notify the Investor in writing at least five (5) days prior to filing any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act for purposes of effecting a public offering of securities of the Company (including Registration Statements relating to primary offerings of securities for the Company’s own account and secondary offerings of securities for the account of other than pursuant proposed sellers, but excluding Registration Statements filed under Section 2.2 of this Agreement or relating to (i) an Automatic Registration pursuant to Section 3 hereof any employee benefit plan or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms theretocorporate reorganization), and shall afford the registration form Investor an opportunity to be used may be used for include in such Registration Statement all or any part of the registration of Registrable Securities then held by the Investor (a “Piggyback Registration”). If the Investor desires to include in any such Piggyback Registration all or any part of the Registrable Securities held by it, it shall within five (5) days after receipt of the above-described notice from the Company, so notify the Company in writing and in such notice shall inform the Company of the number of Registrable Securities that the Investor wishes to include in such Piggyback Registration. Upon receipt of the notice from the Investor requesting that all or any part of its Registrable Securities are included in a Piggyback Registration, the Company will give written notice shall use its reasonable best efforts to the holder of Excluded cause all such Registrable Securities of its intention to effect such a registration and will, subject to held by the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities Investor with respect to which the Company has received a such written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesinclusion, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds Piggyback Registration on the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement same terms and conditions as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included being sold in such Piggyback Registration. If the Investor decides not to include all of its Registrable Securities in any Piggyback Registration Statement thereafter filed by all selling security holders. In such eventthe Company, the holder of Excluded Registrable Securities Investor shall nevertheless continue to have registration rights under this Agreement the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice offerings of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such its securities, all upon the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, terms and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesconditions set forth herein.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included On and after the Conversion Date (as defined in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”Series A Preferred Articles Supplementary), whenever so long as the Investor and its Affiliates hold at least 50% of the Registrable Shares, if the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act any of its common equity securities with an expected aggregate offering price to the public of at least $100 million (other than pursuant to (i) an Automatic Registration a registration statement filed pursuant to Section 3 hereof or Rule 415 under the Securities Act, (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto)form, or (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Shares, the Company will give prompt written notice to the holder all Holders of Excluded Registrable Securities Shares of its intention to effect such a registration and will(each a "PIGGYBACK NOTICE") and, subject to subparagraph 3(c) below, the provisions of Subsection 4(b) hereof, Company will include in such registration all Excluded Registrable Securities Shares with respect to which the Company has received a written request requests for inclusion therein within twenty (20) ten days after the receipt date of sending the Company’s notice. Piggyback Notice (b) If a "PIGGYBACK REGISTRATION"), unless, if the Piggyback Registration is not an underwritten secondary registration on behalf offering, the Company in its reasonable judgement determines that, or in the case of holders of the Company’s securitiesan underwritten Piggyback Registration, and the managing underwriters advise the Company in writing that in their opinion opinion, the inclusion of Registrable Shares would adversely interfere with such offering, affect the Company's securities in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If a Piggyback Registration is a primary registration on behalf of the Company and, if the Piggyback Registration is not an underwritten offering, the Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration a pro rata share of Excluded (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities Shares requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s and any other securities requested to be included in such Registration Statement by all selling security holders. In registration, pro rata among the holders of Registrable Shares requesting such event, registration and the holder holders of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included such other securities on the basis of the number of Shares requested for inclusion in such Registration Statementregistration by each such holder. (c) Notwithstanding the foregoing, if, at any time after giving If a notice of Piggyback Registration and prior is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration is not an underwritten offering, the Company determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the effective date of the Registration Statement filed in connection with holders initially requesting such registration, the Company shall determine will include in such registration the securities requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Shares initially requested for any reason not to register or to delay inclusion in such registration by each such holder. (d) In the case of such securitiesan underwritten Piggyback Registration, the Company will have the right to select the investment banker(s) and manager(s) to administer the offering. In a registration pursuant to Section 2(a), the Holders requesting registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, which shall be reasonably acceptable to the Company. If requested by the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that type. The Holders who elect to register Registrable Shares shall be a party to such underwriting agreement and may, at its electiontheir option, give written notice require that any or all of the conditions precedent to the obligations of such determination underwriters under such underwriting agreement be conditions precedent to each record holder the obligations of Excluded Registrable Securities andHolders. Such Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, following such notice, (i) in warranties or agreements regarding the case Holders and the Holders' intended method of a determination not to register, shall be relieved of its obligation to register distribution and any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesrepresentation or warranties required by law.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included On and after the Conversion Date (as defined in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”Series B Preferred Articles Supplementary), whenever so long as the Investor and its Affiliates hold at least 50% of the Registrable Shares, if the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act any of its common equity securities with an expected aggregate offering price to the public of at least $100 million (other than pursuant to (i) an Automatic Registration a registration statement filed pursuant to Section 3 hereof or Rule 415 under the Securities Act, (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto)form, or (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Shares, the Company will give prompt written notice to the holder all Holders of Excluded Registrable Securities Shares of its intention to effect such a registration and will(each a "PIGGYBACK NOTICE") and, subject to subparagraph 3(c) below, the provisions of Subsection 4(b) hereof, Company will include in such registration all Excluded Registrable Securities Shares with respect to which the Company has received a written request requests for inclusion therein within twenty (20) ten days after the receipt date of sending the Company’s notice. Piggyback Notice (b) If a "PIGGYBACK REGISTRATION"), unless, if the Piggyback Registration is not an underwritten secondary registration on behalf offering, the Company in its reasonable judgement determines that, or in the case of holders of the Company’s securitiesan underwritten Piggyback Registration, and the managing underwriters advise the Company in writing that in their opinion opinion, the inclusion of Registrable Shares would adversely interfere with such offering, affect the Company's securities in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If a Piggyback Registration is a primary registration on behalf of the Company and, if the Piggyback Registration is not an underwritten offering, the Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration a pro rata share of Excluded (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities Shares requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s and any other securities requested to be included in such Registration Statement by all selling security holders. In registration, pro rata among the holders of Registrable Shares requesting such event, registration and the holder holders of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included such other securities on the basis of the number of Shares requested for inclusion in such Registration Statementregistration by each such holder. (c) Notwithstanding the foregoing, if, at any time after giving If a notice of Piggyback Registration and prior is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration is not an underwritten offering, the Company determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the effective date of the Registration Statement filed in connection with holders initially requesting such registration, the Company shall determine will include in such registration the securities requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Shares initially requested for inclusion in such registration by each such holder, subject to any reason not preferential registration rights granted prior to register or to delay registration the date of such securitiesthis Agreement. (d) In the case of an underwritten Piggyback Registration, the Company will have the right to select the investment banker(s) and manager(s) to administer the offering. In a registration pursuant to Section 2(a), the Holders requesting registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, which shall be reasonably acceptable to the Company. If requested by the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that type. The Holders who elect to register Registrable Shares shall be a party to such underwriting agreement and may, at its electiontheir option, give written notice require that any or all of the conditions precedent to the obligations of such determination underwriters under such underwriting agreement be conditions precedent to each record holder the obligations of Excluded Registrable Securities andHolders. Such Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, following such notice, (i) in warranties or agreements regarding the case Holders and the Holders' intended method of a determination not to register, shall be relieved of its obligation to register distribution and any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesrepresentation or warranties required by law.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in If, after the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)date hereof, whenever the Company proposes to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to providing for a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders public offering of the Company’s securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Company shall notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement all or part of the Registrable Securities held by such Holder shall, within ten days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Registrable Securities. Any election by any Holder to include any Registrable Securities in such Piggyback Registration Statement shall not affect the inclusion of such Registrable Securities in any Mandatory Shelf Registration Statement until such Registrable Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company shall have the right to remove from any Mandatory Shelf Registration Statement, the Registrable Securities sold pursuant to the Piggyback Registration Statement. (b) At any time, the Company may terminate or withdraw any Piggyback Registration Statement referred to in Section 3(a), and without any obligation to any such Holder whether or not any Holder has elected to include Registrable Securities in such registration. The Company shall also have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time whether or not any Holder has elected to include Registrable Securities in such registration. (c) The Company shall advise the Holders of the managing underwriters advise for any Underwritten Offering proposed under the Company in writing that in their opinion the number Piggyback Registration Statement. The right of securities requested any such Holder’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to this Section 3(c) shall be conditioned upon such registration exceeds Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if at any time the managing underwriters determine in good faith that marketing factors require a limitation on the number which can of shares to be sold included, or the Company receives a Rule 415 Comment with respect to any such Piggyback Registration Statement, then the managing underwriters may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the Underwritten Offering, and any Shares included in the Piggyback Registration Statement and the Underwritten Offering shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such offering without adversely affecting the marketability of the offering, the Company will include in such registration Piggyback Registration Statement on a pro rata share basis based on the total number of Excluded Registrable Securities requested then held by each such Holder that is requesting inclusion; provided, however, that the number of Registrable Securities to be included in such the Piggyback Registration Statement as calculated shall not be reduced unless all other securities of the Company held by dividing (i) the number Selling Stockholder; (ii) the Company’s directors, officers, other employees and consultants; and (iii) other holders of Excluded Registrable Securities requested the Company’s capital stock with registration rights that are inferior (with respect to be such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration. For the avoidance of doubt, the securities included in such Registration Statement by the number 2009 Holders and the 2010 Holders shall have priority over the shares held by any Holder and shall not be subject to any reduction hereunder unless all other shares held by the Holders are first reduced. If any Holder disapproves of the Company’s securities requested terms of any such Underwritten Offering that is undertaken in compliance with the terms hereof, such Holder may elect to be included in such Registration Statement withdraw therefrom by all selling security holders. In such eventproviding written notice to the Company and the underwriter, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, delivered at any time after giving a notice of Piggyback Registration and least ten Trading Days prior to the effective date of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the Piggyback Registration Statement. (d) By electing to include Registrable Securities in the Piggyback Registration Statement, if any, the Holder shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement filed in connection with such registration, the Company shall determine or any securities convertible into or exchangeable or exercisable for any reason not to register or to delay registration of such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter (but in no event for a period longer than 60 days following the effective date of the Piggyback Registration Statement; provided that each of the officers and directors of the Company may, that hold shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock are subject to restrictions at its election, give written notice least as burdensome as those applicable to the Holders for not less than the entire time period required of such determination to each record holder of Excluded Registrable Securities and, following such notice, the Holders hereunder). (ie) in the case of a determination not to register, shall be relieved of its The Company’s obligation to register file any Excluded Registrable Securities in connection with such registration, and (ii) in Mandatory Shelf Registration Statement under Section 2 shall not be affected by the case filing or effectiveness of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Registration Statement under this Section 3.

Piggyback Registrations. (a) With If, at any time prior to the expiration of the Registration Period, the Registration Statement contemplated in Section 2.1 above is not declared effective with respect to any all of the Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever and the Company proposes decides to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities Act requested by such Investors to be included therein (other than pursuant excluding any Registrable Securities previously included in a Registration Statement which has been declared effective and has not been withdrawn). This requirement does not apply to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any successor forms thereto), and entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration form to be used may be used for which the registration of Registrable Securities (Company gives notice is a “Piggyback Registration”)public offering involving an underwriting, the Company will give so advise the Investors as part of the above-described written notice to notice. In that event, if the holder managing underwriter(s) of Excluded Registrable Securities the public offering impose a limitation on the number of its intention shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such a registration and willlimited portion, subject to if any, of the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for such Investors have requested inclusion therein within twenty (20) days after the receipt hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company’s noticesecurities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. (b) If a Piggyback Registration is an underwritten secondary No right to registration on behalf of holders Registrable Securities under this Section 2.3 limits in any way the registration required under Section 2.1 above. The obligations of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. Section 2.3 expire upon the earlier of (ci) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date effectiveness of the Registration Statement filed in connection with such registrationpursuant to Section 2.1 above, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in after the case of determination Company has afforded the opportunity for the Investors to delay registeringexercise registration rights under this Section 2.3 for two registrations (provided, shall be permitted to delay registering however, that any Excluded Investor that has had any Registrable Securities for excluded from any Registration Statement in accordance with this Section 2.3 may include in any additional Registration Statement filed by the same period as Company the delay in registering Registrable Securities so excluded) or (iii) when all of the Registrable Securities held by any Investor may be sold by such other securitiesInvestor under Rule 144 without being subject to any volume restrictions.

Piggyback Registrations. (a) With respect to If, at any Registrable Securities not otherwise included in time following the Automatic Registration Statement or any other Registration Statement as a result last day of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Holding Period, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to Section 2.1) proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration statement (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), and the registration form to be used may be used for the in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company will give written notice shall use its reasonable best efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a from any Holder written request requests for inclusion therein within twenty (20) 15 days after the following receipt of any Piggyback Notice by such Holder, which request shall specify the Company’s notice. (b) If maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least 2 Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holders shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the delay managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) (A) first, all Other Securities being sold by the Company or by any Person (other securitiesthan a Holder) exercising a contractual right to demand registration or to participate in such demand registration on a primary basis (i.e. not on a piggyback basis) and (B) all holders of Other Securities requesting to be included in such registration pursuant to piggyback registration rights contained in the Registration Rights Agreement dated March 25, 2008 between the Company and the several investors listed on Schedule I thereto (which are affiliates of Xxxxxx X. Xxx Advisors, LLC and The Xxxxxxx Sachs Group, Inc.) (as amended by Amendment No. 1 thereto dated May 18, 2011); and (ii) second, among all Holders of Registrable Securities and any other holders of Other Securities requesting to be included in such registration, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder and the number of Other Securities Beneficially Owned by each such holder of Other Securities.

Piggyback Registrations. (a) With respect If, other than pursuant to any Registrable Securities not otherwise included in the Automatic Registration Statement Section 2.1 or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Section 2.2, whenever the Company proposes or is required to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act with respect to an offering of Class A Ordinary Shares, whether or not for sale for its own account (other than pursuant to a registration statement (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) so long as a Shelf Registration Statement is effective and available pursuant to Section 2.2 hereof, filed solely in connection with the issuance or resale of Class A Ordinary Shares issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction), and the registration form to be used may be used for the in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, shall include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a written request requests for inclusion therein within twenty (20) 15 days after notice has been given to the receipt Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution elected by such Holders. The Holders shall be permitted to withdraw all or part of the Company’s notice. (b) If Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least two Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.3 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holders shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the delay managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company for its own account or by any Person (other securitiesthan a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

Piggyback Registrations. (a) With respect to If at any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever time the Company proposes shall determine to register (including, for this purpose, a registration effected by its own account or the Company for other shareholders) any account of its securities others under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration including pursuant to a demand for registration statement by any stockholder or stockholders of the Company exercising registration rights) any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any successor forms theretoacquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans (unless a Stockholder is eligible to participate in a registration on Form S-8, in which event this piggyback registration right shall apply to the extent any Registrable Shares are eligible for registration on Form S-8), it shall send to each Holder and each person who, or entity that, has the registration form right to be used may be used for the registration acquire Registrable Shares, written notice of such determination and, if within fifteen (15) days after receipt of such notice, such Holder (and any such person who, or entity that, acquires Registrable Securities (a “Piggyback Registration”)Shares following such notice) shall so request in writing, the Company will give written notice shall use its best efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or any part of the Registrable Securities Shares such Holder (and any such person who, or entity that, acquires Registrable Shares following such notice) requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number, if any, of Registrable Shares which may be included in the registration statement because, in its judgment expressed in writing to the Company, such limitation (which could be a limitation to zero) is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion, if any, of the Registrable Shares with respect to which such Holder (and any such person who, or entity that, acquires Registrable Shares following such notice) has requested inclusion hereunder, provided, however, that the Company shall not so exclude any Registrable Shares held by a Holder (or its Permitted Transferees) unless it has received a written request for inclusion therein within twenty (20) days after first excluded any securities to be offered and sold by Holders who do not have contractual, incidental or other rights granted by the receipt Company to include such securities. Any exclusion of Registrable Shares shall be made pro rata among all of the Company’s notice. (b) If stockholders holding registration rights and seeking to include such shares in a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion statement based upon the number of securities requested such shares sought to be included in such registration exceeds statement by each such stockholder; provided, however, that for any such stockholder that is a partnership or corporation, the number which can be sold in partners, retired partners and stockholders of such offering without adversely affecting stockholder, or the marketability estates and family members of any such partners and retired partners and any trusts for the benefit of any of the offering, the Company will include in such registration foregoing persons shall be deemed to be a single “stockholder,” and any pro rata share reduction with respect to such “stockholder” shall be based upon the aggregate amount of Excluded Registrable Securities requested to be shares carrying registration rights owned by all entities and individuals included in such Registration Statement “stockholder,” as calculated by dividing the number of Excluded Registrable Securities requested to be included defined in such Registration Statement by the number this sentence. The obligations of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights Company under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (cSection 8.3(a) Notwithstanding the foregoing, if, may be waived at any time after giving a notice of Piggyback Registration and prior to upon the effective date written consent of the Registration Statement filed in connection with such registration, Holders of not less than seventy-five percent (75%) of the Company Registrable Shares and shall determine for any reason not to register or to delay registration expire on the fifth anniversary following the consummation of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesan Initial Public Offering.

Piggyback Registrations. (ai) With respect to any Registrable Securities not otherwise included in the Automatic a Registration Statement or any other Registration Statement pursuant to Section 3(a) as a result of any limitation imposed by the Commission under Rule 415 Staff, or otherwise (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic a Registration Statement pursuant to Section 3 3(a) hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Securities, the Company will give written notice to the each holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b3(e)(ii) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticenotice (a “Piggyback Registration”). (bii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (ciii) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company Whenever Parent proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities Equity Securities under the Securities Act (other than pursuant to a registration (i) an Automatic Registration pursuant to Section 3 hereof a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) registration pursuant to a registration statement Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto), and the registration form to be used may be used (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) that is a Demand Registration or Shelf Takedown hereunder), whether for its own account or for the registration account of one or more stockholders of Parent (other than the Holders of Registrable Securities Securities) (a “Piggyback Registration”), the Company will Parent shall give prompt written notice to the holder each Holder of Excluded Registrable Securities of its intention to effect such a registration and will(but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to the provisions of Subsection 4(bSections 5(b) hereofand 5(c), shall include in such registration all Excluded Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities with respect requested to which be sold in such offering by such Holder for the Company account of such Holder, provided that Parent has received a written request for inclusion therein within twenty from such Holder no later than three (203) days after the receipt date on which Parent has given notice of the Company’s notice. (b) Piggyback Registration to Holders. Parent may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion, subject to any other contractual obligations between Parent and any other holders of Equity Securities with respect to such Piggyback Registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested offering to be included in such registration exceeds made on a delayed or continuous basis pursuant to Rule 415 under the number which can be sold in such offering without adversely affecting the marketability of the offeringSecurities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Company will include in such registration a pro rata share Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue be notified by Parent of and shall have the right, but not the obligation, to have registration rights under this Agreement with respect participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations that are applicable to any Excluded other Piggyback Registration as set forth above. A Holder may, by written notice to Parent, withdraw its Registrable Securities not so included in such from a Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to As long as the Holders hold any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Stock, whenever if the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its common equity securities or any securities convertible into its common equity securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof a registration on Form S-4 or any successor form, or (ii) registration pursuant to a registration statement on Form S-4 an offering of securities in connection with an employee benefit, share dividend, share ownership or S-8 or any successor forms thereto), dividend reinvestment plan) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Stock, the Company will shall give prompt written notice to the holder of Excluded Registrable Securities all Holders of its intention to effect such a registration and will(each a "Piggyback Notice") and, subject to subparagraph 3(c) below, the provisions of Subsection 4(b) hereof, Company shall include in such registration all Excluded Registrable Securities Stock with respect to which the Company has received a written request requests for inclusion therein within twenty (20) ten days after the date of receipt of the Company’s notice. Piggyback Notice (b) If a "Piggyback Registration is Registration"), unless, in the case of an underwritten secondary registration on behalf of holders of the Company’s securitiesPiggyback Registration, and the managing underwriters advise the Company in writing that in their opinion opinion, the inclusion of Registrable Stock would adversely interfere with such offering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If a Piggyback Registration is a primary underwritten registration and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company will include securities in such registration a pro rata share in the following order of Excluded Registrable Securities requested priority: (i) first, the Common Stock proposed to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement registered by the number of Company; (ii) second, the Company’s securities requested to be included in such Registration Statement registration by the Series AA Holders and the Series CC Holders, if any, pro rata among all selling security holders. In such eventholders based on the number of shares of such securities requested for inclusion in such registration by each such holder; and (iii) third, the holder of Excluded Registrable Securities shall continue Stock requested to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so be included in such Registration Statementregistration among the Holders of Registrable Stock requesting such registration and any securities requested to be included therein by any other holder pursuant to such holder's piggyback rights, if any, pro rata based upon the number of shares of Registrable Stock and other securities requested for inclusion in such registration by each such Holder or holder. (c) Notwithstanding If a Piggyback Registration is a secondary registration on behalf of holders of the foregoingCompany's securities other than the Holders of Registrable Stock and, if, at any time after giving a notice of if the Piggyback Registration is an underwritten Piggyback Registration and prior the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the effective date of the Registration Statement filed in connection with holders initially requesting such registration, the Company shall determine for any reason not will include securities in such registration in the following order of priority: (i) first, the securities requested to register or be included in such registration by the holders requesting such registration and the securities of the Series AA Holders and the Series CC Holders requested to delay registration be included therein, if any, pro rata among all such holders based on the number of shares of such securitiessecurities requested for inclusion in such registration by each such holder; (ii) second, the Registrable Stock requested to be included in such registration by the Holders of Registrable Stock and any securities requested to be included therein by any other holder pursuant to such holder's piggyback rights, if any, pro rata among all such holders based on the number of shares of such securities requested for inclusion in such registration by each such holder; and (iii) third, the Common Stock proposed to be registered by the Company, if any. (d) In the case of an underwritten Piggyback Registration, the Company will have the right to select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and such other terms which are customarily contained in agreements of this type (including indemnification provisions). The Holders shall be a party to such underwriting agreement and may, at its electiontheir option, give written notice require that any or all of the conditions precedent to the obligations of such determination underwriters under such underwriting agreement be conditions precedent to each record holder the obligations of Excluded Registrable Securities andHolders. The Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, following such notice, (i) in warranties or agreements regarding the case Holders and the Holders' intended method of a determination not to register, shall be relieved of its obligation to register distribution and any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesrepresentations or warranties required by law.

Piggyback Registrations. (a) With respect to If, at any Registrable Securities not otherwise included in time following the Automatic Registration Statement or any other Registration Statement as a result last day of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)Holding Period, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to Section 2.1) proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration statement (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iii) filed for an offering of debt that is convertible into equity securities of the Company, or (iv) pursuant to a Demand Registration in accordance with Section 2.1 hereof), and the registration form to be used may be used for the in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company will give written notice shall use its reasonable best efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a from any Holder written request requests for inclusion therein within twenty (20) 10 days after the following receipt of any Piggyback Notice by such Holder, which request shall specify the Company’s notice. (b) If maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least 2 Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holders shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the delay managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) (A) first, all Other Securities being sold by the Company or by any Person (other securitiesthan a Holder) exercising a contractual right to demand registration or to participate in such demand registration on a primary basis (i.e. not on a piggyback basis) and (B) all holders of Other Securities requesting to be included in such registration pursuant to piggyback registration rights contained in the Registration Rights Agreement dated March 25, 2008 between the Company and the several investors listed on Schedule I thereto (which are affiliates of Xxxxxx X. Xxx Advisors, LLC and The Xxxxxxx Sachs Group, Inc.) (as amended by Amendment No. 1 thereto dated May 18, 2011, the “Existing Registration Rights Agreement”); and (ii) second, among all Holders of Registrable Securities and any other holders of Other Securities requesting to be included in such registration, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder and the number of Other Securities Beneficially Owned by each such holder of Other Securities.

Piggyback Registrations. (a) With respect to any The Company shall notify the Holders of Registrable Securities not otherwise (unless such Holder has demanded such registration pursuant to Section 3.2) (collectively, the “Piggyback Holders”) in writing at least, in the case of the Initial Offering, ten (10) business days and, in the case of any registration subsequent to the Initial Offering, two (2) business days prior to the initial public filing of any Eligible Registration Statement. Such notice from the Company shall state the intended method of distribution of the Registrable Securities included in such Eligible Registration Statement. The Company shall afford (i) each such Piggyback Holder that is a Non-Invus Stockholder the Automatic opportunity to include in such Eligible Registration Statement or any other Registrable Securities up to the Threshold Amount and (ii) to the extent such registration is not pursuant to Section 3.2, the Invus Transferee Group the opportunity to include in such Eligible Registration Statement such number of Registrable Securities as a result they request. Each Piggyback Holder desiring to include in any such Eligible Registration Statement Registrable Securities held by it shall, in the case of the Initial Offering, within ten (10) business days and, in the case of any limitation imposed by registration subsequent to the Commission under Rule 415 Initial Offering, one (1) business day after the “Excluded Registrable Securities”)above-described notice from the Company, whenever so notify the Company proposes in writing. Any notice from a Piggyback Holder shall (i) specify the amount of Registrable Securities (up to register the Threshold Amount) that such Piggyback Holder would like to include in such Eligible Registration Statement and (includingii) include the agreement of such Piggyback Holder to participate in any related underwritten offering on the same terms as the other participating Holders and shall be irrevocable unless the Invus Transferee Group (to the extent any member thereof is a participating Holder in such registration) agrees in writing that it may be withdrawn; provided that such notice to participate shall terminate on the date that is six (6) months after the Participation Effective Date if the related offering has not been consummated prior to such date. Upon such written notice from a Piggyback Holder, for this purpose, a registration effected by the Company for other shareholders) any of will use its securities reasonable best efforts to effect the registration under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form of all Registrable Securities which such Piggyback Holder has requested to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) registered. If a Piggyback Holder decides not to or is unable to include all of its Registrable Securities in any Eligible Registration is an underwritten secondary registration on behalf of holders of Statement filed by the Company’s securities, and such Piggyback Holder shall nevertheless continue to have the managing underwriters advise the Company in writing that in their opinion the number of securities requested right to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such any subsequent Eligible Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to may be included in such Registration Statement filed by the number of Company, all upon the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementterms and conditions set forth herein. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With In addition to the Company’s obligations with respect to any the Resale Registration Statement set forth in clause 2.1, from and after the date hereof, the Company shall also notify all Holders of Registrable Securities not otherwise included in writing at least ten (10) days prior to the Automatic Registration Statement or filing of any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of Shares solely for cash (including, but not limited to, registration statements relating to secondary offerings of Common Stock), other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto)Excluded Registration, and the registration form will afford each such Holder an opportunity to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement (other than a registration statement for an Excluded Registration) all Excluded or part of such Registrable Securities with respect held by such Holder; provided, that, the Company shall have no obligation to which notify any Holder of any such registration statement if the Company has received a written request for inclusion therein Demand Registration Request or if any Registration Statement covering all of the outstanding Registrable Securities is then effective. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty ten (2010) days after the receipt of above-described notice from the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise so notify the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holderswriting. In such event, the holder right of Excluded any such Holder to include Registrable Securities in any registration statement for the underwritten public offering of securities of the Company pursuant to this clause 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. The Company shall cause the Registration Statement for the underwritten public offering of securities of the Company pursuant to this clause 2.2 to become or be declared effective by the SEC as promptly as practicable after the filing thereof. If a Holder decides not to include all of his, her or its Registrable Securities in any registration statement (other than a registration statement for an Excluded Registration) thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration rights under this Agreement statement (other than a registration statement for an Excluded Registration) as may be filed by the Company with respect to any Excluded Registrable Securities not so included in such Registration Statementpublic offerings of Common Stock solely for cash, all upon the terms and conditions set forth herein. (cb) Notwithstanding any other provision of this Agreement, if the foregoingunderwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten in any underwritten offering covered by this clause 2.2, ifthe number of shares that may be included in the underwriting shall be allocated, first, to the Company, and second, to the Holders requesting to include Registrable Securities in such offering and any other stockholders of the Company who request to include Common Stock in such offering pursuant to registration rights on a pro rata basis based on the total number of Registrable Securities that the Holders have requested to include in such offering and the total number of Shares carrying registration rights that such other stockholders have requested to include in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at any time after giving a notice of Piggyback Registration and least ten (10) Business Days prior to the effective date of the Registration Statement filed in connection with registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration, the . (c) The Company shall determine for have the right to terminate or withdraw any reason registration initiated by it under this clause 2.2 whether or not any Holder has elected to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded include Registrable Securities in connection with such registration, and (ii) shall promptly notify any Holder that has elected to include Registrable Securities in the case such registration of determination to delay registering, such termination or withdrawal. The registration expenses of such withdrawn registration shall be permitted borne by the Company in accordance with clause 2.3 hereof. (d) For the avoidance of doubt, all obligations of the Company under clause 2.1 with respect to delay registering any Excluded Registrable Securities for a Resale Registration Statement shall apply to a Registration Statement filed by the same period Company as the delay in registering such other securitiescontemplated by this clause 2.2.

Piggyback Registrations. (a) With respect to In the event that the Company, at any Registrable Securities not otherwise included in time during the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by period commencing on the Commission under Rule 415 (date hereof and ending on the “Excluded Registrable Securities”)Termination Date, whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its equity securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to by a registration statement on Form S-4 or S-8 S-8), in an underwritten offering, whether for sale for the account of the Company or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)other Person, the Company will give written provide notice at least 30 days prior to the holder proposed date of Excluded filing the registration statement relating thereto to each Holder (a "Piggyback Registration Notice"), such Piggyback Registration Notice to include a statement of the intention of the Company to register such securities and of the Holders' rights under this Section 2.03. Each Holder shall have 15 days after receipt of such Piggyback Registration Notice within which to elect to request inclusion of such Holder's Registrable Securities of its intention in the registration contemplated by such Piggyback Registration Notice, such election to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which be made by providing the Company has received with a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Participation Notice. The Company in writing that in their opinion the number of securities requested shall use its best efforts to cause to be included in such registration exceeds the number Piggyback Registration all Registrable Securities which can be sold the Participating Holders have requested the Company to register pursuant to the Participation Notices, to the extent required to permit the distribution (in such offering without adversely affecting accordance with the marketability intended method or methods thereof) of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such eventregistered; provided, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoinghowever, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, that the Company may, at in its electionsole discretion, give written determine to not file such registration statement or withdraw such registration statement (if filed) and abandon any proposed offering by giving notice of such determination intention to each record holder of Excluded Registrable Securities andParticipating Holder, following such notice, (i) in which event the case of a determination not to register, Company shall be relieved of its obligation to register any Excluded Registrable Securities pursuant to such Participation Notices (but not from its obligation to pay Registration Expenses in connection therewith). Notwithstanding any other provision of this Section 2.03 to the contrary, if the representative of the underwriters in such Piggyback Registration advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise the holders of all securities requesting registration and the amount of securities that are entitled to be included in the registration and underwriting shall be allocated among the Company, the Holders and the Other Holders requesting inclusion of shares pro rata: (a) as between the Company and the Holders and the Other Holders, on the basis of the number of securities contemplated to be included in such registration by the Company, on the one hand, and the number of securities requested to be included by Holders and the Other Holders, on the other hand; and (b) as between the Holders and the Other Holders, on the basis of the number of securities held by the Holders and the Other Holders for which piggyback registration rights are available; provided, however, that in no event shall the Company limit the number of Registrable Securities to be included in any registration by any Holder in order to include securities held by Other Holders with no piggyback or demand registration rights. The Registrable Securities to be registered under any registration statement pursuant to the Participation Notices shall be offered for sale upon the same terms as any similar securities offered for sale by the Company in such registration. The right of any Holder to participate in any Piggyback Registration shall be conditioned on the inclusion in the underwriting of those of the Holder's Registrable Securities to be included in the underwriting. The Company shall (together with all participating Holders) enter into an underwriting agreement in customary form with the representative of the underwriters. However, the Requisite Participating Holders may, at their option, require that any or all of the representations and warranties by, and (ii) in the case of determination other agreements on the part of, the Company to delay registering, shall be permitted to delay registering any Excluded Registrable Securities and for the same period as benefit of such underwriters be also made to and for the delay in registering benefit of the Participating Holders and that any or all of the conditions precedent to the obligations of such other securitiesunderwriters under such underwriting agreement be conditions precedent to the obligations of the Participating Holders thereunder.

Piggyback Registrations. (a) With If, at any time prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to any all of the Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever and the Company proposes decides to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities Act requested by such Investors to be included therein (other than pursuant excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any successor forms thereto), and entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration form to be used may be used for which the registration of Registrable Securities (Company gives notice is a “Piggyback Registration”)public offering involving an underwriting, the Company will give so advise the Investors as part of the above-described written notice to notice. In that event, if the holder managing underwriter(s) of Excluded Registrable Securities the public offering impose a limitation on the number of its intention shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such a registration and willlimited portion, subject to if any, of the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has received a written request for first excluded all outstanding securities the holders of which are not entitled by right to inclusion therein within twenty (20) days after of securities in such Registration Statement or are not entitled pro rata inclusion with the receipt of the Company’s noticeRegistrable Securities. (b) If a Piggyback Registration is an underwritten secondary No right to registration on behalf of holders Registrable Securities under this Section 2.5 limits in any way the registration required under Section 2.1 above. The obligations of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. Section 2.5 expire upon the earlier of (ci) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date effectiveness of the Registration Statement filed in connection with such registrationpursuant to Section 2.1 above, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in after the case of determination Company has afforded the opportunity for the Investors to delay registeringexercise registration rights under this Section 2.5 for two registrations (provided, shall be permitted to delay registering however, that any Excluded Investor that has had any Registrable Securities for excluded from any Registration Statement in accordance with this Section 2.5 may include in any additional Registration Statement filed by the same period as Company the delay in registering Registrable Securities so excluded), (iii) when all of the Registrable Securities held by any Investor may be sold by such other securitiesInvestor under Rule 144 without being subject to any volume restrictions, or (iv) the second anniversary of the date of this Agreement.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included If the Parent proceeds with the preparation and filing of a prospectus in Canada or a registration statement in the Automatic Registration Statement or any other Registration Statement as United States in connection with a result proposed distribution by Parent of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under for its own account, or for the Securities Act (account of any other than securityholder whether pursuant to (i) an Automatic Registration pursuant to Section 3 hereof the exercise of registration rights by such other securityholder or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)otherwise, the Company will Parent shall give written notice thereof to the holder of Excluded Registrable Securities of its intention to effect Investors as soon as practicable (the "Piggyback Notice"). In such a registration and willevent, subject the Investors shall be entitled, by notice (the "Piggyback Request") in writing given to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein Parent within twenty (20) days three Business Days after the receipt of the Company’s noticePiggyback Notice, to request that the Parent cause any or all of the Registrable Shares held by the Investors to be included in such prospectus or registration statement (such registration being hereinafter referred to as a "Piggyback Registration"). The Investors shall specify in the Piggyback Request the number of Registrable Shares which the Investors intend to offer and sell and include the undertaking of the Investors and any applicable Affiliate thereof to provide all such information regarding their Common Share holdings and the proposed manner of distribution of the Registrable Shares, as may be required in order to permit the Parent to comply with all Securities Laws. (b) If a The Parent shall include in each such Piggyback Registration all such Registrable Shares as directed by the Investors. Notwithstanding the foregoing, the Parent shall not be required to include all such Registrable Shares in (i) any such distribution by the Parent for its own account if the Parent is an underwritten secondary registration advised in writing by its lead underwriter or underwriters that the inclusion of all such Registrable Shares and securities of any other securityholder may have a material adverse effect on behalf of holders the distribution or sales price of the Company’s securitiessecurities being offered by the Parent, and the managing underwriters advise the Company in writing that in their opinion which case, the number of Registrable Shares and the securities requested of the other securityholder to be included in such registration exceeds the number which can statement or prospectus shall each be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company will include in such registration as necessary, on a pro rata share basis, or (ii) any such distribution by any other securityholders, if the other securityholders are advised by their lead underwriter or underwriters that the inclusion of Excluded all such Registrable Securities requested to be included Shares may have a material adverse effect on the distribution or sales price of the securities being offered by such other securityholders, in such Registration Statement as calculated by dividing which case, the number of Excluded Registrable Securities requested to Shares and securities of any other securityholders shall be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such eventreduced, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementas necessary, on a pro rata basis. (c) Notwithstanding the foregoing, ifThe Parent may, at any time after giving a notice of Piggyback Registration and prior to the effective date issuance of a receipt for a final prospectus or the Registration Statement filed effectiveness of any registration statement in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company maya Piggyback Registration, at its electionsole discretion and without the consent of the Investors, give written notice of withdraw such determination to each record holder of Excluded Registrable Securities andprospectus and registration statement, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registrationas applicable, and (ii) abandon the proposed distribution in which the case of determination Investors have requested to delay registering, shall be permitted participate pursuant to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Request.

Piggyback Registrations. (a) With respect to If, at any time when there are Registrable Securities not otherwise included in then outstanding aside from the Automatic period beginning on the date when the Company files the Initial Registration Statement or any other with the Commission and ending on the date when the Commission declares the Initial Registration Statement as a result effective, there is not an effective Registration Statement covering all of any limitation imposed by the Registrable Securities and the Company shall determine to prepare and file with the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by statement relating to an offering for its own account or the Company for other shareholders) any account of its securities others under the Securities Act of any of its equity securities (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement relating to a rights offering, or 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 successor forms theretoacquisition of or merger with any entity or business or equity securities issuable in connection with the Company’s equity incentive or other employee benefit plans), and even if there is such an effective Registration Statement covering all of the registration form Registrable Securities, in the event that such offering for its own account or the account of others is to be used may be used for underwritten, then the registration Company shall deliver to each Holder a written notice of Registrable Securities such determination, and if, within ten (a “Piggyback Registration”)10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company will give written notice shall use its commercially reasonable efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or any part of any Registrable Securities with respect such Holder requests to which be registered. The Company shall have the Company right to postpone, terminate or withdraw any registration initiated by it under this Section 6(a) prior to the effectiveness of such registration whether or not any Holder has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticeelected to include securities in such registration. (b) If a Piggyback Registration is The right of any Holder to registration pursuant to this Section 6 in connection with an underwritten secondary registration on behalf offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter(s) selected for such underwriting by the Company or other holder of securities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated by the Company’s securities). Notwithstanding any other provision of this Section 6, and if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Company Board in writing that in its or their good faith opinion the number of securities Registrable Securities requested to be included in such registration the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering without adversely affecting the marketability success of the such offering, in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, up to the total number of securities that the Company will include in such registration a pro rata share of Excluded Registrable Securities has requested to be included in such Registration Statement as calculated registration, if such registration has been initiated by dividing the number Company, or that any other holder of Excluded Registrable Securities securities has requested to be included in such registration, if such registration has been initiated by such other holder, (ii) second, and only if all the securities referred to in clause (i) have been included, all other securities proposed to be included in such offering by Holders and other holders with registration rights pursuant to the Prior Registration Statement by Rights Agreement (pro rata based upon the number of the Company’s securities that each of them shall have so requested to be included in such Registration Statement by offering), and (iii) third, and only if all selling security holders. In such eventthe securities referred to in clauses (i) and (ii) have been included, the holder of Excluded Registrable Securities shall continue all other securities proposed to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so be included in such Registration Statement. offering by Holders and other holders with registration rights (cpro rata based upon the number of securities that each of them shall have so requested to be included in such offering) Notwithstanding that, in the foregoingopinion of the managing underwriter or underwriters, ifcan be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, at any time after giving a such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter (provided that, if the managing underwriter(s) have provided such Holder with written notice of Piggyback the date on which the applicable Registration and Statement will become effective no later than five (5) Business Days prior to the effective date of the Registration Statement filed in connection with such registrationeffectiveness date, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give Holder’s written notice of such determination election must be given at least three (3) Business Days prior to each record holder effectiveness of Excluded Registrable Securities and, following the applicable Registration Statement). Any securities excluded or withdrawn from such notice, (i) in the case of a determination not to register, underwriting shall be relieved of its obligation to register any Excluded Registrable Securities in connection with withdrawn from such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever If the Company proposes to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities Registration Statement under the Securities Act for its own account or the account of others under the Securities Act of any of its Equity Securities (other than pursuant including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (i) an Automatic Registration pursuant to Section 3 hereof any employee benefit plan or (ii) registration pursuant to a registration statement on Form S-4 corporate reorganization, merger or S-8 or any successor forms theretoacquisition), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then the Company shall notify all Holders in writing at least thirty (30) calendar days prior to such filing and will give written notice afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration Registration Statement all Excluded or any part of the Registrable Securities with respect then held by such Holder. Each Holder wishing to which include in any such Registration Statement all or any part of the Company has received a written request for inclusion therein Registrable Securities held by such Holder shall, within twenty (20) calendar days after the receipt of the above-described notice from the Company’s notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include its Registrable Securities in any subsequent Registration Statement that may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If a Piggyback Registration Statement under which the Company gives notice under this Section 3.2 is for an underwritten secondary offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include its Registrable Securities in a registration on behalf pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of holders such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the Company’s securitiesnumber of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the managing underwriters advise number of shares that may be included in the registration and the underwriting shall be allocated: (1) first, the Equity Securities to which the Company proposes to sell for its own account, (2) second, the Registrable Securities requested by the Holders to be included in writing that such registration, pro rata among the Holders thereof requesting inclusion in their opinion such registration on the basis of the number of securities requested to be included in by all such registration exceeds the number which can be sold in such offering without adversely affecting the marketability Holders, and (3) third, any other Equity Securities of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementincluded. (c) Notwithstanding the foregoing, if, at any time after giving With respect to a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationinitiated by the Company for its own account, the Company shall determine for have the right to terminate or withdraw such registration anytime prior to the effectiveness of the Registration Statement, whether or not any reason not Holder has elected to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded include Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With In addition to the Company’s obligations with respect to any the Resale Registration Statement set forth in clause 2.1, from and after the date hereof, the Company shall also notify all Holders of Registrable Securities not otherwise included in writing at least ten (10) days prior to the Automatic Registration Statement or filing of any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of Shares solely for cash (including, but not limited to, registration statements relating to secondary offerings of Common Stock), other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto)Excluded Registration, and the registration form will afford each such Holder an opportunity to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement (other than a registration statement for an Excluded Registration) all Excluded or part of such Registrable Securities with respect held by such Holder; provided, that, the Company shall have no obligation to which notify any Holder of any such registration statement if the Company has received a written request for inclusion therein Demand Registration Request or if any Registration Statement covering all of the outstanding Registrable Securities is then effective. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty ten (2010) days after the receipt of above-described notice from the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise so notify the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holderswriting. In such event, the holder right of Excluded any such Holder to include Registrable Securities in any registration statement for the underwritten public offering of securities of the Company pursuant to this clause 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Xxxxxx’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. The Company shall cause the Registration Statement for the underwritten public offering of securities of the Company pursuant to this clause 2.2 to become or be declared effective by the SEC as promptly as practicable after the filing thereof. If a Holder decides not to include all of his, her or its Registrable Securities in any registration statement (other than a registration statement for an Excluded Registration) thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration rights under this Agreement statement (other than a registration statement for an Excluded Registration) as may be filed by the Company with respect to any Excluded Registrable Securities not so included in such Registration Statementpublic offerings of Common Stock solely for cash, all upon the terms and conditions set forth herein. (cb) Notwithstanding any other provision of this Agreement, if the foregoingunderwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten in any underwritten offering covered by this clause 2.2, ifthe number of shares that may be included in the underwriting shall be allocated, first, to the Company, and second, to the Holders requesting to include Registrable Securities in such offering and any other stockholders of the Company who request to include Common Stock in such offering pursuant to registration rights on a pro rata basis based on the total number of Registrable Securities that the Holders have requested to include in such offering and the total number of Shares carrying registration rights that such other stockholders have requested to include in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at any time after giving a notice of Piggyback Registration and least ten (10) Business Days prior to the effective date of the Registration Statement filed in connection with registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration, the . (c) The Company shall determine for have the right to terminate or withdraw any reason registration initiated by it under this clause 2.2 whether or not any Holder has elected to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded include Registrable Securities in connection with such registration, and (ii) shall promptly notify any Holder that has elected to include Registrable Securities in the case such registration of determination to delay registering, such termination or withdrawal. The registration expenses of such withdrawn registration shall be permitted borne by the Company in accordance with clause 2.3 hereof. (d) For the avoidance of doubt, all obligations of the Company under clause 2.1 with respect to delay registering any Excluded Registrable Securities for a Resale Registration Statement shall apply to a Registration Statement filed by the same period Company as the delay in registering such other securitiescontemplated by this clause 2.2.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in If, after the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)date hereof, whenever the Company proposes to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to providing for a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders public offering of the Company’s securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Company shall notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement all or part of the Registrable Securities held by such Holder shall, within ten days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Registrable Securities. Any election by any Holder to include any Registrable Securities in such Piggyback Registration Statement shall not affect the inclusion of such Registrable Securities in any Mandatory Shelf Registration Statement until such Registrable Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company shall have the right to remove from any Mandatory Shelf Registration Statement, the Registrable Securities sold pursuant to the Piggyback Registration Statement. (b) At any time, the Company may terminate or withdraw any Piggyback Registration Statement referred to in Section 3(a), and without any obligation to any such Holder whether or not any Holder has elected to include Registrable Securities in such registration. The Company shall also have the right to suspend the effectiveness and use of any Piggyback Registration Statement at any time for an unlimited amount of time whether or not any Holder has elected to include Registrable Securities in such registration. (c) The Company shall advise the Holders of the managing underwriters advise for any Underwritten Offering proposed under the Company in writing that in their opinion the number Piggyback Registration Statement. The right of securities requested any such Holder’s Registrable Securities to be included in any Piggyback Registration Statement pursuant to this Section 3(c) shall be conditioned upon such registration exceeds Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if at any time the managing underwriters determine in good faith that marketing factors require a limitation on the number which can of shares to be sold included, or the Company receives a Rule 415 Comment with respect to any such Piggyback Registration Statement, then the managing underwriters may exclude shares (including Registrable Securities) from the Piggyback Registration Statement and the Underwritten Offering, and any Shares included in the Piggyback Registration Statement and the Underwritten Offering shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such offering without adversely affecting the marketability of the offering, the Company will include in such registration Piggyback Registration Statement on a pro rata share basis based on the total number of Excluded Registrable Securities requested then held by each such Holder that is requesting inclusion; provided, however, that the number of Registrable Securities to be included in such the Piggyback Registration Statement as calculated shall not be reduced unless all other securities of the Company held by dividing (i) the number Selling Stockholders; (ii) the Company’s directors, officers, other employees and consultants; and (iii) other holders of Excluded Registrable Securities requested the Company’s capital stock with registration rights that are inferior (with respect to be such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration. For the avoidance of doubt, the securities included in such Registration Statement by the number 2009 Holders shall have priority over the shares held by any other Holder and shall not be subject to any reduction hereunder unless all other shares held by the other Holders are first reduced. If any Holder disapproves of the Company’s securities requested terms of any such Underwritten Offering that is undertaken in compliance with the terms hereof, such Holder may elect to be included in such Registration Statement withdraw therefrom by all selling security holders. In such eventproviding written notice to the Company and the underwriter, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, delivered at any time after giving a notice of Piggyback Registration and least ten Trading Days prior to the effective date of the Piggyback Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the Piggyback Registration Statement. (d) By electing to include Registrable Securities in the Piggyback Registration Statement, if any, the Holder shall be deemed to have agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement filed in connection with such registration, the Company shall determine or any securities convertible into or exchangeable or exercisable for any reason not to register or to delay registration of such securities, including a sale pursuant to Rule 144 under the Securities Act, during such periods as reasonably requested by the managing underwriter (but in no event for a period longer than 60 days following the effective date of the Piggyback Registration Statement; provided that each of the officers and directors of the Company may, that hold shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock are subject to restrictions at its election, give written notice least as burdensome as those applicable to the Holders for not less than the entire time period required of such determination to each record holder of Excluded Registrable Securities and, following such notice, the Holders hereunder). (ie) in the case of a determination not to register, shall be relieved of its The Company’s obligation to register file any Excluded Registrable Securities in connection with such registration, and (ii) in Mandatory Shelf Registration Statement under Section 2 shall not be affected by the case filing or effectiveness of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Registration Statement under this Section 3.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes If New Mylan determines to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under either for its own account or the Securities Act (account of a security holder or holders, other than pursuant to (i) an Automatic Registration a registration pursuant to Section 3 hereof 6.1, a registration relating solely to any employee or (ii) director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan, a registration pursuant relating to the offer and sale of debt securities, a registration relating solely to a registration statement on Form S-4 or S-8 corporate reorganization (including by way of merger of New Mylan or any successor forms thereto), and the of its Subsidiaries with any other business) or acquisition of another business or a registration on any registration form to be used may be used for the registration of Registrable Securities that does not permit secondary sales (a “Piggyback Registration”), the Company will New Mylan shall (i) promptly give written notice of the proposed Piggyback Registration to the holder of Excluded Registrable Securities of its intention to effect such a registration Xxxxxx and will, (ii) subject to the provisions of Subsection 4(bSections 6.5(b) hereofand 6.5(c), include in such registration Piggyback Registration and in any underwriting involved therein all Excluded of such Registrable Securities with respect to which the Company has received as are specified in a written request for inclusion therein within twenty or requests (20“Piggyback Requests”) days after the receipt made by Xxxxxx on behalf of the Company’s noticeXxxxxx Shareholders received by New Mylan within ten (10) Business Days after such written notice from New Mylan is given to Xxxxxx. Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by Xxxxxx. (b) If a Piggyback Registration is an underwritten secondary primary registration on behalf of holders of the Company’s securitiesNew Mylan, and the managing underwriters advise New Mylan in writing that in their opinion the Company aggregate number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the offering price), New Mylan shall include in such registration only such securities as New Mylan is advised by such managing underwriters can be sold without such an effect, which securities shall be included in the following order of priority: (i) first, the securities New Mylan proposes to sell, (ii) second, the securities requested to be included in such registration by the holders of Registrable Securities and holders that are contractually entitled to include such securities therein pursuant to any written agreement entered into by New Mylan prior to the date of this Agreement (the “Other Registrable Securities”), pro rata on the basis of the number of Registrable Securities and Other Registrable Securities requested to be included in such registration and (iii) third, any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any holder of Other Registrable Securities, and the managing underwriters advise New Mylan in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability success of such offering (including an adverse effect on the offeringoffering price), the Company will New Mylan shall include in such registration a pro rata share only such securities as can be sold without such an effect, which securities shall be included in the following order of Excluded priority: (i) first, the Other Registrable Securities requested to be included in such Registration Statement as calculated by dividing registration, (ii) second, the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s registration and (iii) third, any other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at New Mylan and any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Other Registrable Securities andinitiating any registration shall have the right to, following such noticein its sole discretion, (i) in defer, terminate or withdraw any registration initiated by it under this Section 6.5 whether or not the case of a determination not Xxxxxx Shareholders have elected to register, shall be relieved of its obligation to register include any Excluded Registrable Securities in connection with such registration. Notwithstanding anything contained herein, and (ii) in the case event that the SEC or applicable federal securities Laws and regulations prohibit New Mylan from including all of determination the Registrable Securities requested by Xxxxxx to delay registeringbe registered in a registration statement pursuant to this Section 6.5, then New Mylan shall be permitted obligated to delay registering any Excluded include in such registration statement only such portion of the Registrable Securities for as is permitted by the same period as the delay in registering SEC or such other securitiesfederal securities Laws and regulations.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration At such time(s) as a registration statement pursuant to Section 3 hereof or (ii4(b) registration pursuant herein is unavailable to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Holders, the Company will give written notice be required to notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the holder Company filing any registration statement after the ninetieth (90th) day following the Closing Date under the 1933 Act for purposes of Excluded Registrable Securities effecting a public offering of its intention securities of the Company (including, but not limited to, registration statements relating to effect secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization, merger or acquisition), and will afford each such a registration and will, subject Holder after the ninetieth (90th) day following the Closing Date an opportunity to the provisions of Subsection 4(b) hereof, include in such registration statement (and any related qualification under or compliance with "blue sky" or other state securities laws) all Excluded or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder will, within thirty (30) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (ii) If the registration statement under which the Company has received a written request gives notice under this Section 4(c) is for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holdersSecurities. In such event, the holder right of Excluded any such Holder's Registrable Securities shall continue to be included in a registration pursuant to this Section 4(c) will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting will be allocated (A) first, to the Company, (B) second, to any (1) Holders or (2) other persons who have piggyback registration rights granted by the Company that are at parity with the rights of the Holders under this Agreement with respect Section 4(c) and, in each case, who request the inclusion of their securities in the registration statement, and (C) third, to any Excluded persons with piggyback rights subordinate to those of the Holders who request the inclusion of their securities in the registration statement; provided, however, that the number of Registrable Securities proposed to be registered by the Holders hereunder may not so be reduced to less than twenty percent (20%) of the total value of the securities to be distributed through the underwriting. If not all securities of Holders or other persons described in clause (B) above can be included in a registration, the allocation among such Registration Statement. Holders and other persons will be on a pro rata basis according to the relation that the number of securities which each such Holder or other person owns bears to the total number of shares outstanding. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (c5) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and business days prior to the effective date of the Registration Statement filed registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners, retired partners and shareholders, and any trusts for the benefit of any of the foregoing persons will be deemed to be a single "Holder", and any pro rata reduction with respect to such "Holder" will be based upon the aggregate amount of shares owned by all entities and individuals included in such "Holder", as defined in this sentence. (iii) All reasonable expenses incurred in connection with such registrationa piggyback registration pursuant to this Section 4(c) (excluding underwriters' and brokers' discounts and commissions), including, without limitation, all federal and "blue sky" or other state securities registration and qualification fees, printers' and accounting fees, fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company shall determine for any reason not to register or to delay registration of such securities, will be borne by the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesCompany.

Piggyback Registrations. (a) With respect The Company shall use its best efforts to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration notify all Holders of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing at least twenty (20) days after before filing any registration statement under the receipt Act for purposes of effecting an underwritten public offering by the Company of securities of the Company’s notice. Company (b) If excluding registration statements relating to any employee benefit plan or a Piggyback Registration is an corporate merger, acquisition or reorganization, or any Form S-3 or similar shelf registration statements relating to the non-underwritten secondary registration on behalf offer and sale of holders securities for the account of persons or entities other than the Company’s securities, ) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested will afford each such Holder an opportunity to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a pro rata share Holder decides not to include all of Excluded its Registrable Securities in any such registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders’ rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be included in registered on the basis of a good faith determination that inclusion of such Registration Statement as calculated by dividing securities might adversely affect the number success of Excluded Registrable Securities the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded sell Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in Each time the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company Issuer proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (iwhether for the account of the Issuer or the account of any securityholder of the Issuer ) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a and the form of registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for permits the registration of Registrable Securities, the Issuer shall give prompt written notice to each Holder (which notice shall be given not less than thirty (30) days prior to the effective date of the Issuer's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement (a “"Piggyback Registration”"), subject to the Company will give limitations contained in Section 2.3(b) below. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Issuer in writing (stating the number of Registrable Securities desired to be registered) within 20 days after the date of such notice from the Issuer. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement pursuant to this Section 2.3 by giving written notice to the holder Issuer of Excluded such withdrawal. Subject to Section 2.3(b) below, the Issuer shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of its intention all other equity securities originally proposed to be registered. (b) If the managing underwriter of an offering involving a request for Piggyback Registration advises the Issuer in writing (with a copy to the Holders requesting inclusion of their Registrable Securities) that, in such underwriter's good faith view, the inclusion of any Registrable Securities pursuant to Section 2.3(a) above would be likely to have a material adverse effect on the price, timing or distribution of such a offering, then (i) the number of such Holder's or Holders' Registrable Securities to be included in the registration and willstatement for such offering may, subject to the provisions of Subsection 4(bthe immediately following sentence, be reduced to an amount which, in the judgment of the managing underwriter, would no longer be likely to have a material adverse effect on the price, timing or distribution of such offering or (ii) hereofif no such reduction would, include in the judgment of the managing underwriter, eliminate such likelihood of a material adverse effect on the price, timing or distribution of such offering, then the Issuer may, subject to the provisions of the immediately following sentence, exclude all such Registrable Securities from such registration statement. Any reduction in the number of Registrable Securities to be included in the registration statement for such offering pursuant to the immediately preceding sentence shall be effected by the inclusion in such registration all Excluded Registrable Securities with respect to which statement of (A) first, (p) if such registration was initiated by the Company has received a written request Issuer for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number sale of securities for its own account, any and all securities for sale by the Issuer or (q) if such registration was initiated by any other Person pursuant to the exercise of demand registration rights, any and all securities for sale by such Person pursuant to such exercise of demand registration rights, (B) second, any Registrable Shares requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringregistration, the Company will include in such registration a pro rata share based on the ratio which such Holder's requested Registrable Securities bears to the total number of Excluded Registrable Securities requested to be included in such Registration Statement as calculated registration statement by dividing the number of Excluded all Holders who have requested that their Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registrationstatement, and (iiC) in the case of determination to delay registeringthird, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.pro rata

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company Whenever Parent proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities Equity Securities under the Securities Act (other than pursuant to a registration (i) an Automatic Registration pursuant to Section 3 hereof a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) registration pursuant to a registration statement Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto), and the registration form to be used may be used (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) that is a Demand Registration or Shelf Takedown hereunder), whether for its own account or for the registration account of one or more stockholders of Parent (other than the Holders of Registrable Securities Securities) (a “Piggyback Registration”), the Company will Parent shall give prompt written notice to the holder each Holder of Excluded Registrable Securities of its intention to effect such a registration and will(but in no event less than twenty (20) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to the provisions of Subsection 4(bSections 5(b) hereofand 5(c), shall include in such registration all Excluded Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities with respect requested to which be sold in such offering by such Holder for the Company account of such Holder, provided that Parent has received a written request for inclusion therein within twenty from such Holder no later than fifteen (2015) days after the receipt date on which Parent has given notice of the Company’s notice. (b) Piggyback Registration to Holders. Parent may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion, subject to any other contractual obligations between Parent and any other holders of Equity Securities with respect to such Piggyback Registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested offering to be included in such registration exceeds made on a delayed or continuous basis pursuant to Rule 415 under the number which can be sold in such offering without adversely affecting the marketability of the offeringSecurities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Company will include in such registration a pro rata share Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue be notified by Parent of and shall have the right, but not the obligation, to have registration rights under this Agreement with respect participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations that are applicable to any Excluded other Piggyback Registration as set forth above. A Holder may, by written notice to Parent, withdraw its Registrable Securities not so included in such from a Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes If New Mylan determines to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under either for its own account or the Securities Act (account of a security holder or holders, other than pursuant to (i) an Automatic Registration a registration pursuant to Section 3 hereof 6.1, a registration relating solely to any employee or (ii) director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan, a registration pursuant relating to the offer and sale of debt securities, a registration relating solely to a registration statement on Form S-4 or S-8 corporate reorganization (including by way of merger of New Mylan or any successor forms thereto), and the of its Subsidiaries with any other business) or acquisition of another business or a registration on any registration form to be used may be used for the registration of Registrable Securities that does not permit secondary sales (a “Piggyback Registration”), the Company will New Mylan shall (i) promptly give written notice of the proposed Piggyback Registration to the holder of Excluded Registrable Securities of its intention to effect such a registration Xxxxxx and will, (ii) subject to the provisions of Subsection 4(bSections 6.5(b) hereofand 6.5(c), include in such registration Piggyback Registration and in any underwriting involved therein all Excluded of such Registrable Securities with respect to which the Company has received as are specified in a written request for inclusion therein within twenty or requests (20“Piggyback Requests”) days after the receipt made by Xxxxxx on behalf of the Company’s noticeXxxxxx Shareholders received by New Mylan within ten (10) Business Days after such written notice from New Mylan is given to Xxxxxx. Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by Xxxxxx. (b) If a Piggyback Registration is an underwritten secondary primary registration on behalf of holders of the Company’s securitiesNew Mylan, and the managing underwriters advise New Mylan in writing that in their opinion the Company aggregate number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the offering price), New Mylan shall include in such registration only such securities as New Mylan is advised by such managing underwriters can be sold without such an effect, which securities shall be included in the following order of priority: (i) first, the securities New Mylan proposes to sell, (ii) second, the securities requested to be included in such registration by the holders of Registrable Securities and holders that are contractually entitled to include such securities therein pursuant to any written agreement entered into by New Mylan prior to the date of this Agreement (the “Other Registrable Securities”), pro rata on the basis of the number of Registrable Securities and Other 15 Registrable Securities requested to be included in such registration and (iii) third, any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any holder of Other Registrable Securities, and the managing underwriters advise New Mylan in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability success of such offering (including an adverse effect on the offeringoffering price), the Company will New Mylan shall include in such registration a pro rata share only such securities as can be sold without such an effect, which securities shall be included in the following order of Excluded priority: (i) first, the Other Registrable Securities requested to be included in such Registration Statement as calculated by dividing registration, (ii) second, the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s registration and (iii) third, any other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at New Mylan and any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Other Registrable Securities andinitiating any registration shall have the right to, following such noticein its sole discretion, (i) in defer, terminate or withdraw any registration initiated by it under this Section 6.5 whether or not the case of a determination not Xxxxxx Shareholders have elected to register, shall be relieved of its obligation to register include any Excluded Registrable Securities in connection with such registration. Notwithstanding anything contained herein, and (ii) in the case event that the SEC or applicable federal securities Laws and regulations prohibit New Mylan from including all of determination the Registrable Securities requested by Xxxxxx to delay registeringbe registered in a registration statement pursuant to this Section 6.5, then New Mylan shall be permitted obligated to delay registering any Excluded include in such registration statement only such portion of the Registrable Securities for as is permitted by the same period as the delay in registering SEC or such other securitiesfederal securities Laws and regulations.

Piggyback Registrations. (ai) With respect The Company shall be required to any Registrable Securities not otherwise included notify a Holder in writing at least 20 days prior to the Automatic Registration Statement or any other Registration Statement as a result Company's filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of effecting an underwritten public offering of Common Stock (other than pursuant including, without limitation, registration statements relating to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms theretosecondary offerings of Common Stock), and the registration form shall afford a Holder an opportunity to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or any part of the Registrable Securities with respect then held by such Holder. A Holder desiring to which the Company has received a written request for inclusion therein include all or any part of its Registrable Securities shall, within twenty (20) 15 days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of above-described notice from the Company’s securities, and the managing underwriters advise notify the Company in writing that in their opinion as to the number of securities requested Registrable Securities to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability statement. If a Holder shall decide not to include all of the offering, the Company will include its Registrable Securities in such registration a pro rata share of Excluded Registrable Securities requested to be included in statement, such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities Holder nevertheless shall continue to have the right to include any Registrable Securities in any subsequent registration rights under this Agreement statement or statements as may be filed by the Company with respect to any Excluded underwritten public offerings of Common Stock, in each instance upon the terms and conditions set forth herein. The right to registration of Registrable Securities under this Section 4(c) shall not so included be construed to limit in such Registration Statementany way the obligation of the Company to register the Registrable Securities under Section 4(b). (cii) Notwithstanding The right of a Holder to include Registrable Securities in a registration pursuant to this Section 4(c) shall be conditioned upon such Holder's participation in such underwriting and the foregoinginclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If less than all securities of Holders or other persons (other than the Company) included in a request for registration can be included in a registration based on the good faith determination of the managing underwriter, ifthe allocation among such Holders and other persons will be on a pro rata basis according to the relation that the number of Registrable Securities owned by each such Holder and the number of shares of Common Stock owned by each such other person bears to the total number of shares of Common Stock outstanding. If any Holder shall disapprove of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company delivered at any time after giving a notice of Piggyback Registration and least five business days prior to the effective date of the Registration Statement filed registration statement. The Company shall exclude from the registration any Registrable Securities so withdrawn. (iii) Notwithstanding the other provisions of this Section 4(c), (A) the Company shall not be required to include any Registrable Securities in any registration under Section 4(c) for any Holder who shall be able to sell all of such Holder's Registrable Securities during a three-month period, beginning on the date such notice shall be received by such Holder, pursuant to Rule 144 (or any similar rule or regulation); (B) the Company shall not be required to give such notice with respect to, or to include Registrable Securities in, any such registration which shall be primarily (1) a registration of a stock option plan or other employee benefit plan or of securities issued or issuable pursuant to any such plan, or (2) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with such registrationa merger or consolidation with, the Company shall determine for any reason not to register or to delay registration of such securities, another corporation; and (C) the Company may, at in its electionsole discretion, give written notice of withdraw any such determination registration statement and abandon the proposed offering in which any such Holder shall have requested to each record holder of Excluded Registrable Securities and, following such notice, participate. (iiv) in the case of a determination not to register, The Company shall be relieved of its obligation to register any Excluded Registrable Securities pay all expenses incurred in connection with such registrationa piggyback registration pursuant to this Section 4(c) (excluding underwriters' and brokers' discounts and commissions), including, without limitation, all filing, registration and (ii) in the case qualification fees, printer and accounting fees and reasonable fees and disbursements of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities one counsel for the same period as selling Holder or Holders and of counsel for the delay in registering such other securitiesCompany.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the The Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration shall promptly notify all Holders of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing twenty (20) days after prior to filing any registration statement under the receipt Securities Act for purposes of effecting a public offering of securities of the Company’s notice. Company (b) If a Piggyback Registration is an underwritten including, but not limited to, registration statements relating to secondary registration on behalf offerings of holders securities of the Company’s securitiesCompany by selling stockholders, but excluding (i) Special Registration Statements, (ii) registration statements relating to any registration under Section 2.4 of this Agreement, and (iii) registrations on any form that does not include substantially the managing underwriters advise the Company in writing that in their opinion the number of securities requested same information as would be required to be included in such a registration exceeds statement covering the number which can be sold in such offering without adversely affecting the marketability sale of the offering, the Company Registrable Securities) and will afford each such Holder an opportunity to include in such registration a pro rata share statement all or any part of Excluded the Registrable Securities requested then held by such Holder. Each Holder desiring to be included include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Registration Statement as calculated by dividing notice shall inform the Company of the number of Excluded Registrable Securities requested such Holder wishes to be included include in such Registration Statement registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the number of the Company’s securities requested to be included in , such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration rights under statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Holder who elects to include some or all of its Registrable Securities pursuant to this Agreement Section 2.3 shall cooperate with the Company in the preparation of any and all documents and instruments the Company reasonably deems necessary for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information the Company reasonably deems necessary with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With If, at any time prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to any all of the Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever and the Company proposes decides to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (excluding any Registrable Securities previously included in a Registration Statement); provided that nothing in this Section 2.5 shall relieve the Company of its obligations under the Securities Act (other than pursuant Sections 2.1, 2.2 and 2.3. This requirement does not apply to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement Company registrations on Form S-4 or S-8 or any successor forms thereto), and the registration form their equivalents relating to equity securities to be used may be used for issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans or to registration statements that would otherwise not permit the registration of Registrable Securities (resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a “Piggyback Registration”)public offering involving an underwriting, the Company will give so advise the Investors as part of the above-described written notice to notice. In that event, if the holder managing underwriter(s) of Excluded Registrable Securities the public offering impose a limitation on the number of its intention shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect such a registration and willan orderly public distribution, then, subject to the provisions next sentence, the Company will be obligated to include only such limited portion, if any, of Subsection 4(b) hereof, include in such registration all Excluded the Registrable Securities with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of Registrable Securities seeking to include shares of Common Stock in proportion to the Company has received a written request for inclusion therein within twenty (20) days after the receipt number of the Company’s noticeshares of Common Stock sought to be included by those holders. (b) If a Piggyback Registration is an underwritten secondary No right to registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested under this Section 2.5 limits in any way the registration required under Section 2.1 above. The Company shall not be required to be included in such Registration Statement as calculated by dividing afford the number of Excluded Registrable Securities requested Investors the opportunity to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have exercise registration rights under this Agreement with respect to Section 2.5 for more than two registrations (provided, however, that any Excluded Investor that has had any Registrable Securities not so included excluded from any Registration Statement in such Registration Statement. (c) Notwithstanding the foregoing, if, at accordance with this Section 2.5 may include in any time after giving a notice of Piggyback Registration and prior to the effective date of the additional Registration Statement filed in connection with such registration, by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesso excluded).

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least fifteen (15) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) an Automatic Registration registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act; and (ii) any registration statement filed pursuant to Section 3 hereof or 3.1 (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein Holders rights to participate in such registered offering shall be governed by Section 3.1); and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty fifteen (2015) days after the receipt above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company’s notice, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If a Piggyback Registration the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share shall so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number part of the Company’s securities requested written notice provided to be included in such Registration Statement by all selling security holdersthe Holders pursuant to Section 3.2(a). In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall continue enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 3.2 because the number of securities to be underwritten is likely to have registration rights under this Agreement with respect an adverse effect on the price, timing or the distribution of securities to any Excluded be offered, then the Company shall so advise all Holders of Registrable Securities not so which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such Registration Statementregistration, unless such offering does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. (c) Notwithstanding The Company shall have the foregoing, if, at right to terminate or withdraw any time after giving a notice of Piggyback Registration and registration initiated by it under this Section 3.2 prior to the effective date effectiveness of the Registration Statement filed such registration whether or not any Holder has elected to include securities in connection with such registration, . The Registration Expenses of such withdrawn registration shall be borne by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesSection 3.3 hereof.

Piggyback Registrations. (a) With If, at any time prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to any all of the Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever and the Company proposes decides to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under for its own account or for the Securities Act account of others (other than if the agreement pursuant to which such securities are being registered for the account of others so allows), then the Company will promptly give the Investors written notice thereof and will use its reasonable best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (i) an Automatic excluding any Registrable Securities previously included in a Registration pursuant Statement). This requirement does not apply to Section 3 hereof or (ii) registration pursuant to a registration statement Company registrations on Form S-4 or S-8 or any successor forms thereto), and the registration form their equivalents (relating to equity securities to be used may be used for issued in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) or to registration statements that would otherwise not permit the registration of Registrable Securities (resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a “Piggyback Registration”)public offering involving an underwriting, the Company will give so advise the Investors as part of the above-described written notice to notice. In that event, if the holder managing underwriter(s) of Excluded Registrable Securities the public offering impose a limitation on the number of its intention shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect such a registration and willan orderly public distribution, subject to then the provisions of Subsection 4(b) hereof, Company shall include in such registration all Excluded (i) first, the securities the Company proposes to sell, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the stockholder or stockholders which are requiring the Company pursuant to a contractual registration right to file such Registration Statement and (iii) third, the Registrable Securities with respect requested by the Investors and other securities requested by other securities holders to which be included in such offering, pro rata among the Company has received a written request for inclusion therein within twenty (20) days after holders of such Registrable Securities and other securities on the receipt basis of the Company’s noticenumber of shares requested to be included by each such holder. (b) If a Piggyback Registration is an underwritten secondary No right to registration on behalf of holders Registrable Securities under this Section 2.5 limits in any way the registration required under Section 2.1 above. The obligations of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. Section 2.5 expire upon the earliest of (ci) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date effectiveness of the Registration Statement filed in connection pursuant to Section 2.1 above with such registration, respect to the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities andor the respective portion thereof, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination date by which the Company has afforded the opportunity for the Investors to delay registeringexercise registration rights under this Section 2.5 for two registrations (provided, shall be permitted to delay registering however, that any Excluded Investor that has had any Registrable Securities for excluded from any Registration Statement in accordance with this Section 2.5 may include in any additional Registration Statement filed by the same period as Company the delay in registering such other securitiesRegistrable Securities so excluded), or (iii) expiration of the Registration Period.

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least thirty (30) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating solely to the sale of securities to participants in a Company stock plan or relating solely to corporate reorganizations or other than pursuant transactions under Rule 145 of the Securities Act or that do not include substantially the same information as would be required to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to be included in a registration statement on Form S-4 or S-8 or any successor forms thereto), covering the sale of the Registrable Securities) and the will afford each such Holder an opportunity to include in such registration form statement up to be used may be used for the registration fifty percent (50%) of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement up to fifty percent (a “Piggyback Registration”)50%) of the Registrable Securities held by it shall, within ten (10) days after delivery of the above-described notice from the Company, so notify the Company will give written notice to in writing, in which event the holder of Excluded Registrable Securities of its intention to effect such a registration and willCompany shall, subject to the provisions of Subsection 4(b) hereofthis Section 2, include in such registration use its best efforts to cause to be registered under the Securities Act all Excluded of the Registrable Securities that each such Holder has requested to be registered. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to which offerings of its securities, all upon the Company has received a written request for inclusion therein within twenty (20) days after the receipt terms and conditions set forth herein. Notwithstanding any other provision of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary Agreement, if the underwriter managing the registration on behalf of holders of the Company’s securities, determines in good faith and the managing underwriters advise notifies the Company in writing that in their opinion marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders requesting registration; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities requested being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the Holders included in the registration below ten percent (10%) of the total amount of securities included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company. In the event the total number of shares of Registrable Securities to be included in a registration by all Holders under this Section 2 is limited pursuant to the provisions of the preceding paragraph, such limited total amount shall be allocated among such Holders of Registrable Securities to be included in proportion to the amount of Registrable Securities then held by each such Holder. All Holders distributing their Registrable Securities through an underwriting described in this Section 2 shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, and if any person does not agree to the terms of any such underwriting, said person shall be excluded from the underwriting upon written notice from the Company or the underwriter; provided, that if any shares are so excluded from the registration and if the number of shares of Registrable Securities to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability was previously reduced as a result of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationmarketing factors, the Company shall determine for any reason not then offer to register or all persons who have retained the right to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) include securities in the case registration the right to include additional securities in an aggregate amount equal to the number of a determination not to registershares excluded, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in shares to be allocated among the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for persons requesting additional inclusion on a pro rata basis consistent with the same period as the delay in registering such other securitiesallocation provisions set forth above.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included Except in the Automatic case of Special Registration Statement or any other Registration Statement as a result Statements, ASV shall notify Caterpillar in writing at least 30 days prior to the filing of any limitation imposed by registration statement for purposes of a public offering of ASV equity securities on or after the Commission date on which Caterpillar is permitted to deliver a Registration Request under Rule 415 this Agreement (the each a “Excluded Registrable SecuritiesCompany Registration Statement”), whenever the Company proposes . ASV will allow Caterpillar to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or part, in Caterpillar’s sole discretion, of its Registrable Securities with respect to which the Company has received a written request for inclusion therein Securities. Caterpillar must notify ASV within twenty (20) 15 business days after the receipt above-described notice from ASV of the Companyits desire to register all or any portion of its Registrable Securities under a Company Registration Statement by delivering a Registration Request to ASV. Caterpillar’s noticeright to include any Registrable Securities in any subsequent Company Registration Statement will continue until Caterpillar no longer holds Shares. (b) If the registration of which ASV gives notice is for a Piggyback Registration is registered public offering involving an underwritten secondary registration on behalf of holders underwriting, ASV shall so advise Caterpillar as part of the Companywritten notice given pursuant to Section 2.2(a) above. In such event, the right of Caterpillar to registration pursuant to this Section 2.2 shall be conditioned upon Caterpillar’s securitiesparticipation in such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. (c) Caterpillar shall (together with ASV and all the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriters advise underwriter selected for such underwriting by ASV. Notwithstanding any other provision of this Section 2.2, if the Company in writing managing underwriter determines that in their opinion marketing factors require a limitation of the number of securities requested shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability to an amount no less than 30% of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested all shares to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number offering. If Caterpillar disapproves of the Company’s securities requested terms of any such underwriting, it may elect to be included in such Registration Statement withdraw therefrom by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue written notice to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration StatementASV. (cd) Notwithstanding ASV shall have the foregoing, if, at right to terminate or withdraw any time after giving a notice of Piggyback Company Registration and Statement prior to the effective date effectiveness of the Registration Statement filed such registration whether or not Caterpillar has elected to include securities in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any The Company shall notify all Holders of Registrable Securities not otherwise included in writing at least thirty (30) days prior to the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to for purposes of a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration public offering of Registrable Securities (a “Piggyback Registration”), securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will give written notice afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 6. If the registration statement under which the Company has received a written request gives notice under this Section 3.2 is for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share shall so advise the Holders of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holdersSecurities. In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall continue enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, (ii) second, to the Holders of the Company's Series A Stock, Series B Stock, Series C Stock and Series D Stock on a pro rata basis based on the total number of Registrable Securities held by such Holders and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by the Holders, without the written consent of Holders of a majority of the Registrable Securities proposed to be sold in the offering. The Company shall have the right to terminate or withdraw any registration rights initiated by it under this Agreement Section 3.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.4 hereof. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Holder", and any pro rata reduction with respect to any Excluded Registrable Securities not so such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Registration Statement"Holder," as defined in this sentence. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect If at any time during the period when the Company is required to any maintain the effectiveness of a Shelf Registration Statement there is not an effective Shelf Registration Statement covering all of the Registrable Securities, the Company shall use its best efforts to notify all Holders of Registrable Securities not otherwise included in writing at least 20 days before filing any registration statement under the Automatic Registration Statement or any other Registration Statement as a result Act for purposes of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected effecting an underwritten public offering by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company (excluding registration statements relating to any employee benefit plan or a corporate merger, acquisition or reorganization) and will give written notice afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or any part of the Registrable Securities with respect then held by such Holder. Each Holder desiring to which include in any such registration statement all or any part of the Company has received a written request for inclusion therein Registrable Securities held by such Holder shall, within twenty (20) 10 days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of above-described notice from the Company’s securities, and the managing underwriters advise so notify the Company in writing that writing, and in their opinion such notice shall inform the Company of the number of securities requested Registrable Securities such Holder wishes to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration statement. If a pro rata share Holder does not wish to include all of Excluded its Registrable Securities in any such registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders’ rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be included in registered on the basis of a good faith determination that inclusion of such Registration Statement as calculated by dividing securities might adversely affect the number success of Excluded Registrable Securities the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded sell Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Acquirer shall notify all Company Holders of Registrable Securities not otherwise included in writing at least 30 days prior to filing any registration statement under the Automatic Registration Statement or any other Registration Statement as 1933 Act for purposes of effecting a result public offering of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register securities of Acquirer (including, for but not limited to, registration statements relating to secondary offerings of securities of Acquirer, but excluding registration statements relating to any registration under Section 1.3 of this purposeAgreement, a any registration effected by under Section 2.2 or 2.4 of the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Acquirer Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 Rights Agreement or any successor forms theretoemployee benefit plan or a corporate reorganization), and the registration form will afford each such Company Holder an opportunity to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration statement all Excluded or any part of the Registrable Securities then held by such Company Holder. Each Company Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Company Holder shall, within 20 days after receipt of the above-described notice from Acquirer, so notify Acquirer in writing, and in such notice shall inform Acquirer of the number of Registrable Securities such Company Holder wishes to include in such registration statement. Notwithstanding any other provision of this Agreement, if Acquirer determines in good faith that a limitation of the number of shares to be registered is required, then Acquirer may exclude shares (including Registrable Securities) from the registration, and the number of shares that may be included in the registration shall be allocated, first, to Acquirer, and second, to Holders (as defined in the Acquirer Registration Rights Agreement) exercising rights under the Acquirer Registration Rights Agreement and Company Holders requesting inclusion of their Registrable Securities in such registration statement in such relative proportion as the number of Existing Registrable Securities then held by the Holders (as defined in the Acquirer Registration Rights Agreement) or the number of Registrable Securities then held by the Company Holders, as the case may be, bears to the total number of Existing Registrable Securities then held by the Holders (as defined in the Acquirer Registration Rights Agreement) plus the total number of Registrable Securities then held by the Company Holders provided, however, that the right of Acquirer to exclude shares (including Registrable Securities) from the registration as described above shall be restricted so that the aggregate number of Registrable Securities and Existing Registrable Securities included in any such registration is not reduced below 25% of the shares included in the registration. If Acquirer excludes shares from the registration as described in the preceding sentence, then with respect to which the Registrable Securities then held by any Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary Holder who participates in such registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested Registrable Securities to be included in such the registration exceeds the number which can shall be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement proportion as calculated by dividing the number of Excluded Registrable Securities requested then held by such Company Holder bears to be included in such Registration Statement by the total number of the Company’s securities requested to be included in such Registration Statement Registrable Securities then held by all selling security holdersCompany Holders participating in the registration. In such event, the holder If a Company Holder does not include all of Excluded its Registrable Securities in any registration statement filed by Acquirer, such Company Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration rights under this Agreement statement or registration statements as may be filed by Acquirer with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice offerings of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such its securities, all upon the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, terms and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesconditions set forth herein.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in Whenever the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company Corporation proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement except on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”form), the Company Corporation will give prompt written notice (in any event within three business days after its receipt of notice of any exercise of Demand Registration or Short-Form Registration rights) to the holder all holders of Excluded Registrable Securities Shares of its intention to effect such a registration and will, subject will use its best efforts to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities Shares with respect to which the Company Corporation has received a written request requests for inclusion therein within twenty (20) 15 days after giving notice to the receipt holders of the Company’s noticeRegistrable Shares (a "Piggyback Registration"). (b) If a Piggyback Registration is an underwritten secondary registration Primary Registration on behalf of holders of the Company’s securitiesCorporation, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can successfully be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the marketability of the offering, the Company Corporation will include in such registration a pro rata share of Excluded registration, (i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such Registration Statement as calculated by dividing registration which in the opinion of such underwriters can successfully be sold without causing a diminution in the offering price or otherwise adversely affecting the offering, such Registrable Shares to be taken pro rata from the holders of such Registrable Shares on the basis of the number of Excluded Registrable Securities Shares owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to be included in such Registration Statement by the number of the Company’s register, and (iii) third, other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving If a notice of Piggyback Registration and prior to the effective date is an underwritten Secondary Registration on behalf of holders of the Registration Statement filed Corporation's securities, and the managing underwriters advise the Corporation in connection with writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can successfully be sold in such offering, the Corporation will include in such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) first, the Registrable Shares requested to be included in such registration which in the case opinion of a determination not such underwriters can successfully be sold, such Registrable Shares to be taken pro rata from the holders of such Registrable Shares on the basis of the number of Registrable Shares owned or deemed to be owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) second, other securities requested to be included in such registration. (d) If the case Corporation has previously filed a registration statement with respect to Registrable Shares pursuant to Section 2 or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Corporation shall not be required to file or cause to be effected any other registration of determination to delay registeringany of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), shall be permitted to delay registering whether on its own behalf or at the request of any Excluded Registrable Securities for holder or holders of such securities until a period of 180 days has elapsed from the same period as the delay in registering effective date of such other securitiesprevious registration. 4.

Piggyback Registrations. The Company shall notify the Purchaser in writing at least fifteen (a15) With respect days prior to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result filing of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act for purposes of a public offering of securities of the Company (other than pursuant including, but not limited to, registration statements relating to (isecondary offerings of securities of the Company) and will afford the Purchaser an Automatic Registration pursuant opportunity to Section 3 hereof or (ii) registration pursuant to a include in such registration statement all or part of the Shares held by the Purchaser. If the Purchaser decides not to include all of its Shares in any registration statement thereafter filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If the Company determines in good faith, based on Form S-4 or S-8 or any successor forms thereto)consultation with the underwriter, and that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Purchaser; provided, however, that no such reduction shall reduce the amount of securities of the Purchaser included in the registration form [*] of the total amount of securities included in such registration; provided that the Company shall use its commercially reasonable efforts to be used may be used for assure that such reduction shall not reduce the amount of securities of the Purchaser included in the registration [*] of Registrable Securities (a “Piggyback Registration”)the total amount of securities included in such registration. If the Purchaser disapproves of the terms of any such underwriting, the Company will give Purchaser may elect to withdraw therefrom by written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringunderwriter, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. delivered at least ten (c10) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and business days prior to the effective date of the Registration Statement filed in connection with registration statement. The registration expenses of such registration, registration shall be borne by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesSection 7.3 hereof.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever If the Company proposes to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities Registration Statement under the Securities Act for its own account or the account of others (other than pursuant the Holders) under the Securities Act of any of its Equity Securities (including Registration Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements relating to (i) an Automatic Registration pursuant to Section 3 hereof any employee benefit plan or (ii) registration pursuant to a registration statement on Form S-4 corporate reorganization, merger or S-8 or any successor forms theretoacquisition), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then the Company shall notify all Holders in writing at least thirty (30) calendar days prior to such filing and will give written notice afford each such Holder an opportunity to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration Registration Statement all Excluded or any part of the Registrable Securities with respect then held by such Holder. Each Holder wishing to which include in any such Registration Statement all or any part of the Company has received a written request for inclusion therein Registrable Securities held by such Holder shall, within twenty (20) calendar days after the receipt of the above-described notice from the Company’s notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement on the same terms and conditions as the Equity Securities of the Company included therein. If a Holder decides not to include all or any portion of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include its Registrable Securities in any subsequent Registration Statement that may be filed by the Company with respect to offerings of its securities for its own account or for the account of another (other than the Holders), all upon the terms and conditions set forth herein. (b) If a Piggyback Registration Statement under which the Company gives notice under this Section 3 is for an underwritten secondary registration on behalf offering, then the Company shall so advise the Holders of holders Registrable Securities in the same notice that the Company is required to deliver to the Holders pursuant to Section 3(a). In such an event, the right of any Holder to include its Registrable Securities in a Registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the Company’s securitiesnumber of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the managing underwriters advise number of shares that may be included in the registration and the underwriting shall be allocated: (1) first, the Equity Securities the Company proposes to sell for its own account, (2) second, the Registrable Securities requested by the Holders to be included in writing that such Registration, pro rata among the Holders requesting inclusion in their opinion such Registration on the basis of the number of securities requested to be included in by all such registration exceeds the number which can be sold in such offering without adversely affecting the marketability Holders, and (3) third, any other Equity Securities of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementincluded. (c) Notwithstanding the foregoing, if, at any time after giving With respect to a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationinitiated by the Company for its own account, the Company shall determine for have the right to terminate or withdraw such registration at any reason time prior to the effectiveness of the Registration Statement, whether or not any Holder has elected to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded include Registrable Securities in connection with such registration. (d) The Company hereby represents and warrants that, except as contemplated under this Agreement and the Purchase Agreement, neither the Company nor any of its Affiliates has granted or agreed to grant to any Person any registration rights (including, without limitation, demand and piggyback registration rights) with respect to, and neither the Company nor any of its Affiliates is a party to, or is otherwise bound by, any agreement (iiwhether oral or in writing) in that requires the case Company or any of determination its Affiliates to delay registeringregister under the Securities Act or the securities laws of any state or any other jurisdiction and/or list on any securities exchange, shall be permitted to delay registering any Excluded Registrable Equity Securities for of the same period as Company or of any Affiliate of the delay in registering such other securitiesCompany.

Piggyback Registrations. (a) With respect to If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities not otherwise included in and the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by Company shall determine to prepare and file with the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by statement relating to an offering for its own account or the Company for other shareholders) any account of its securities others under the Securities Act (of any of its equity securities, other than pursuant on Form S-3 with respect to (ian “at-the-market offering” as defined in Rule 415(a)(4) an Automatic Registration pursuant to Section 3 hereof under the Securities Act or (ii) registration pursuant to a registration statement 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 each Purchaser not then eligible to sell all of their Registrable Securities without restriction or limitation under Rule 144 (including, without limitation, requirement to be in compliance with Rule 144(c)(1)), written notice of such determination and if, within ten days after receipt of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any successor forms thereto), and the registration form part of such Registrable Securities such Purchaser requests to be used registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be used for included in the registration Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities (a “Piggyback Registration”)shall be made pro rata among the Purchasers seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, the Company will give written notice in proportion to the holder number of Excluded Registrable Securities of its intention or other securities, as applicable, sought to effect be included by each such Purchaser or other holder. If an offering in connection with which a Purchaser is entitled to registration under this Section 5.6 is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and willsell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of Subsection 4(b) hereofthis Agreement, include on the same terms and conditions as other shares of Common Stock included in such registration all Excluded Registrable Securities with respect underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise underwriter or underwriters. Upon the Company effectiveness the registration statement for which piggy-back registration has been provided in writing that in their opinion the number of securities requested this Section 5.6, any Event Payments payable to be a Purchaser whose Shares and Warrant Shares are included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities statement shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementterminate. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (ai) With respect If at any time prior to any Registrable September 21, 2007, Astea shall file with the United States Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the and Exchange Commission under Rule 415 (the “Excluded Registrable SecuritiesSEC”), whenever the Company proposes to register (including, for this purpose, ) a registration effected by the Company for other shareholders) any statement of its securities Astea under the Securities Act of 1933, as amended (other than pursuant to the “1933 Act”) (i) an Automatic collectively, a “Piggyback Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms theretoStatement”), and relating to an offering for its own account or the registration form to be used may be used for account of others under the registration 1933 Act of Registrable Securities any of its equity securities (a “Piggyback Registration”), the Company will give Astea shall send to each Holder a written notice of such determination and, if within fifteen (15) days after the giving of such notice, one or more Holders shall so request in writing (the “Participating Holders”), Astea shall include in such Piggyback Registration Statement all of the Registrable Shares of such Participating Holders, except that if, in connection with any underwritten Piggyback Registration for the account of Astea, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a Piggyback Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Astea shall be obligated to include in such Piggyback Registration Statement only such limited portion of the Registrable Shares as the underwriter(s) shall permit, if any. Any exclusion of Registrable Shares shall be made pro rata among Participating Holders in proportion to the holder number of Excluded Registrable Securities Shares of its intention the Participating Holders; provided, however, Astea shall not exclude any Registrable Shares unless Astea has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Piggyback Registration Statement; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Shares shall be made pro rata with holders of other securities having the right to include such securities in the Piggyback Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggyback Registration Statement by reason of demand registration rights. If a Piggyback Registration in connection with which Holders are entitled to registration under this Section 1(a)(i) is an underwritten Piggyback Registration, then Holders shall, unless otherwise agreed by Astea, offer and willsell such Registrable Shares in an underwritten offering using the same underwriter(s) and, subject to the provisions of Subsection 4(b) hereofthis Agreement, include on the same terms and conditions as other shares of Common Stock included in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticeunderwritten offering. (bii) If Notwithstanding any other provision of this Agreement, this Section 1(a) shall not apply to, and Holders’ right to participate in a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to shall not be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringtriggered by, the Company will include in such registration filing of a pro rata share of Excluded Registrable Securities requested to be included in such Piggyback Registration Statement as calculated by dividing (A) covering shares of Common Stock issued pursuant to an employee benefit plan, (B) on Form S-4 (or successor form) for the number purpose of Excluded Registrable Securities requested offering such securities to be included another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such Registration Statement by the number of the Company’s securities requested to be included entity, or (C) in such Registration Statement by all selling security holders. In such eventconnection with a resale shelf registration filed in connection with an acquisition, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementreorganization, recapitalization, merger, consolidation or similar transaction involving Astea. (ciii) Notwithstanding the foregoingIf any Piggyback Registration was initiated by Astea to effect, ifin whole or in part, a primary public offering of its securities and, if at any time after giving a written notice of Piggyback Registration its intention to so register securities and prior to before the effective date effectiveness of the Piggyback Registration Statement filed in connection with such registrationPiggyback Registration, the Company shall determine Astea determines for any reason either not to register effect such Piggyback Registration or to delay registration of such securitiesPiggyback Registration, the Company Astea may, at its election, give by prior written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, Holder: (i) in the case of a determination not to registereffect such Piggyback Registration, shall be relieved relieve itself of its obligation set forth above in Section 1(a)(i) to register any Excluded the Registrable Securities Shares in connection with such registration, and Piggyback Registration; or (ii) in the case of a determination to postpone such Piggyback Registration, delay registering, shall be permitted to delay registering any Excluded the Piggyback Registration of the Registrable Securities Shares for the same period as the delay Piggyback Registration of Astea’s securities is postponed. (iv) Notwithstanding any other provision of this Agreement, Astea shall not be required to effect a Piggyback Registration pursuant to Section 1(a)(i), or file any post-effective amendment to such a Piggyback Registration: (A) if a Piggyback Registration, or any post-effective amendment to such Piggyback Registration, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of the financial statements of Astea, unless Participating Holders agree to pay the fees and expenses of accountants incurred in registering connection with the special audit and which would otherwise not be incurred but for the participation of Participating Holders in such other securitiesPiggyback Registration; or (B) Astea has not received from Participating Holders all information Astea has requested pursuant to Section 3.

Piggyback Registrations. (a) With respect If prior to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)March 30, whenever 2004, the Company proposes to register (including, including for this purpose, purpose a registration effected by the Company for other its own account or for selling shareholders) any of its is stock or other securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and other registration relating to employee benefit plans or a registration relating solely to a transaction subject to Rule 145 under the Securities Act or a registration on any form to be used may be used for which does not permit secondary resales) (the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and willshall, subject to the provisions of Subsection 4(bSection 2.1(b) hereofand Section 2.1(c), include cause to be included in such registration all Excluded Piggyback Registration the Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s noticeSecurities. (b) If a Piggyback The Company shall have the right to terminate or withdraw any Registration is an underwritten secondary registration on behalf of holders initiated by it under this Section 2 prior to the effectiveness of the Company’s securities, and Registration Statement. Such termination or withdrawal shall not give the managing underwriters advise the Company in writing that in their opinion the number of securities requested Purchaser a right to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such a future Registration Statement as calculated by dividing where the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the CompanyPurchaser’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect have been terminated prior to any Excluded Registrable Securities not so included in such the Company’s withdrawal or termination of the Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in In connection with such registrationany offering involving an underwriting of shares of common stock, the Company shall determine for not be required under this Section 2 to include any reason not of the Holder’s securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to register select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or to delay registration underwriters selected by the Company. If the total amount of such securities, including the Company mayRegistrable Securities, at its electionrequested by the Holder to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, give written notice of such determination then the Holder shall not be entitled to each record holder of Excluded Registrable Securities and, following such notice, (i) in include the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with the offering. (d) The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is nine (9) months from the date of filing (the “Effectiveness Period”) or such registration, and (ii) shorter period ending when all Registrable Securities covered by the Registration Statement have been sold in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for manner set forth and as contemplated in the same period as the delay in registering such other securitiesRegistration Statement.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in Each time the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company Issuer proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (iwhether for the account of the Issuer or the account of any securityholder of the Issuer ) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a and the form of registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for permits the registration of Registrable Securities, the Issuer shall give prompt written notice to each Holder (which notice shall be given not less than thirty (30) days prior to the effective date of the Issuer's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement (a “"Piggyback Registration”"), subject to the Company will give limitations contained in Section 2.3(b) below. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Issuer in writing (stating the number of Registrable Securities desired to be registered) within 20 days after the date of such notice from the Issuer. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement pursuant to this Section 2.3 by giving written notice to the holder Issuer of Excluded such withdrawal. Subject to Section 2.3(b) below, the Issuer shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of its intention all other equity securities originally proposed to be registered. (b) If the managing underwriter of an offering involving a request for Piggyback Registration advises the Issuer in writing (with a copy to the Holders requesting inclusion of their Registrable Securities) that, in such underwriter's good faith view, the inclusion of any Registrable Securities pursuant to Section 2.3(a) above would be likely to have a material adverse effect on the price, timing or distribution of such a offering, then (i) the number of such Holder's or Holders' Registrable Securities to be included in the registration and willstatement for such offering may, subject to the provisions of Subsection 4(bthe immediately following sentence, be reduced to an amount which, in the judgment of the managing underwriter, would no longer be likely to have a material adverse effect on the price, timing or distribution of such offering or (ii) hereofif no such reduction would, include in the judgment of the managing underwriter, eliminate such likelihood of a material adverse effect on the price, timing or distribution of such offering, then the Issuer may, subject to the provisions of the immediately following sentence, exclude all such Registrable Securities from such registration statement. Any reduction in the number of Registrable Securities to be included in the registration statement for such offering pursuant to the immediately preceding sentence shall be effected by the inclusion in such registration statement of (A) first, (p) if such registration was initiated by the Issuer for the sale of securities for its own account, any and all Excluded securities for sale by the Issuer or (q) if such registration was initiated by any other Person pursuant to the exercise of demand registration rights, any and all securities for sale by such Person pursuant to such exercise of demand registration rights, (B) second, any Registrable Shares requested to be included in such registration, pro rata based on the ratio which such Holder's requested Registrable Securities with respect bears to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt total number of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary Registrable Securities requested to be included in such registration on behalf of holders of the Company’s securitiesstatement by all Holders who have requested that their Registrable Securities be included in such registration statement, and the managing underwriters advise the Company in writing that in their opinion the number of (C) third, pro rata among any other securities requested to be included in such registration exceeds by other Persons pursuant to the number which can be sold in such offering without adversely affecting exercise of contractual registration rights granted by the marketability Issuer. If as a result of the offeringprovisions of this Section 2.3(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, the Company will such Holder may withdraw such Holder's request to include any Registrable Securities in such registration a pro rata share of Excluded statement. No Holder may participate in any registration statement hereunder unless such Holder (x) agrees to sell such Holder's Registrable Securities requested to be included on the basis provided in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement any underwriting arrangements approved by the number Issuer relating to such registration statement and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the Company’s securities requested terms of such underwriting arrangements; provided, however, that no such Holder shall be required to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to make any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed representations or warranties in connection with any such registration, the Company shall determine for any reason not registration other than representations and warranties as to register or to delay registration (1) such Holder's ownership of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities andto be transferred free and clear of all liens, following such noticeclaims, and encumbrances, (i2) in the case of a determination not such Holder's power and authority to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with effect such registrationtransfer, and (ii3) in such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the case obligation of determination such Holder to delay registering, indemnify pursuant to any such underwriting arrangements shall be permitted several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided further that such liability will be limited to delay registering any Excluded the net amount received by such Holder from the sale of its Registrable Securities for the same period as the delay in registering pursuant to such other securitiesregistration statement.

Piggyback Registrations. (a) With respect to any Registrable Securities If, following the date hereof, the Company does not otherwise included in the Automatic Registration Statement or any other Registration Statement have an effective shelf registration statement as a result of any limitation imposed by the Commission required under Rule 415 (the “Excluded Registrable Securities”), whenever Section 6.3 and the Company proposes or is required to register (including, for this purpose, file a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act with respect to an offering of Common Stock, any other of its equity securities or securities convertible into or exchangeable or exercisable for any of its equity securities, whether or not for sale for its own account (other than pursuant to a registration statement (i) an Automatic Registration pursuant to Section 3 hereof on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) registration pursuant filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to a the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration number of Registrable Securities as they may request (a “Piggyback Registration”), the . The Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, shall include in each such registration Piggyback Registration all Excluded Registrable Securities with respect to which the Company has received a written request requests for inclusion therein within twenty (20) 15 days after notice has been given to the receipt Holders. The Holders shall be permitted to withdraw all or part of the Company’s notice. (b) If Registrable Securities from a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and at least 2 business days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registrationRegistration Statement have actually been sold. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 6.5 are to be sold in an underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, Holders shall be permitted to delay registering any Excluded include all Registrable Securities for requested to be included in such registration in such offering on the same period terms and conditions as any other shares, if any, of the delay Company included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in registering writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all other securities that the Company and any other persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all other securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and other securities shall be allocated for inclusion as follows: (i) first, all other securities being sold by the Company or by any person (other than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the number of Registrable Securities beneficially owned by each such Holder; and (iii) third, among any other holders of other securities not included in item (i) requesting such registration, pro rata, based on the number of such other securities beneficially owned by each such holder of other securities.

Piggyback Registrations. (a) With respect Subject to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result terms of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”)this Agreement, whenever if the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) its own account any of its securities under Equity Securities, or for the Securities Act account of any holder (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 the Holders or any successor forms theretoother Qualified Investor Group Members) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities (except as set forth in Section 3.2(d), and ) after the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)Lock-Up Termination Date, the Company will shall promptly give the Holders written notice of such registration and, upon the written request of any Holder given within fifteen (15) days after receipt of such notice, the Company shall use its commercially reasonable efforts to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration any Registrable Shares thereby requested to be registered by such Holder. If any Holder decides not to include all Excluded or any of its Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of Shares in such registration by the Company’s notice, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement as may be filed by the Company, all upon the terms and conditions set forth herein. (b) If a Piggyback Registration is an underwritten secondary The Company shall have the right to terminate or withdraw any registration on behalf initiated by it under Section 3.2(a) prior to the effectiveness of holders such registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.5. (c) In connection with any Underwritten Public Offering involving the Company’s securitiesEquity Securities solely for cash, and the managing underwriters advise the Company shall not be required to register the Registrable Shares held by any Holder under this Section 3.2 unless such Registrable Shares are included in writing that the underwriting and such Xxxxxx enters into an underwriting agreement in their opinion customary form with the underwriter or underwriters of internationally recognized standing selected by the Company. The number of securities requested Registrable Shares to be included in such registration exceeds the number which can an underwriting may be sold in such offering without adversely affecting the marketability of the offering, the Company will include reduced (pro rata among all requesting Holders to participate in such registration a pro rata share under this Section 3.2) if and to the extent that the underwriter(s) are of Excluded Registrable Securities requested the opinion that such inclusion would adversely affect the marketing of the securities to be included in sold therein. If any Holder disapproves the terms of any underwriting, such Registration Statement as calculated Holder may elect to withdraw therefrom by dividing written notice to the number of Excluded Registrable Securities requested to be included in such Registration Statement by Company and the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. underwriters delivered at least ten (c10) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and days prior to such Holder’s good faith estimate of the effective date of the Registration Statement filed in connection with such registration statement. Any Registrable Shares excluded or withdrawn from the underwriting shall be withdrawn from the registration, the . (d) The Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its have no obligation to register any Excluded Registrable Securities Shares under this Section 3.2 in connection with such registrationa registration by the Company (i) relating solely to the sale of securities to participants in an Incentive Plan, and (ii) in relating to a corporate reorganization or other transaction under Rule 145 of the case Securities Act (or comparable provision under the laws of determination to delay registeringanother jurisdiction, shall be permitted to delay registering as applicable); (iii) on any Excluded Registrable Securities for form that does not include substantially the same period information as would be required to be included in a registration statement covering the delay sale of the Registrable Shares; or (iv) relating to a registration in registering such other securitieswhich the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered.

Piggyback Registrations. (a) With respect If the Company at any time or from time to any Registrable Securities not otherwise included in time after the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by IPO, proposes to file with the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities statement under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 S-8, or any successor forms thereto)form substituting therefor, and the registration form to be used may be used or filed in connection with an exchange offer) for the registration sale of Registrable Securities (a “Piggyback Registration”)shares of Common Stock, it will at each such time give written notice to each Holder of its intention so to do. Upon the written request of any Holder, the Company will give written notice use its best efforts to the holder of Excluded cause each Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to Security which the Company has received a written request for inclusion therein within twenty (20) days after been requested to register by any Holder, in the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securitiesaggregate, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds statement under the Securities Act, all to the extent required to permit the sale or other disposition by each such Holder of the Registrable Securities so registered. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of the offering to be effected pursuant to such registration statement delivers a written opinion to each Holder requesting the registration of Registrable Securities that the total number of shares of Common Stock which can be sold it and any other persons or entities intend to include in such offering without would adversely affecting affect the marketability price range or probability of the success of such offering, then the Company will shall include in such registration a pro rata share of Excluded registration: (i) first, all securities the Company proposes to sell, and (ii) second, all Registrable Securities requested to be included in such Registration Statement as calculated registration by dividing any Holders and all securities of the number of Excluded Registrable Securities Company requested to be included in such Registration Statement registration by any other holders of Securities who are entitled to include securities in such registration pursuant to written registration rights agreements approved by the Board of Directors of the Company (the "Other Stockholders") in excess of the number of shares of its securities of the Company’s Company proposes to sell which, in the opinion of such underwriters, can be sold without adversely affecting the price range or probability of success of such offering (allocated pro rata among such Holders and the Other Stockholders on the basis of the number of shares of such securities requested to be included in such Registration Statement by therein). (b) If all selling security holders. In such eventor substantially all of the securities (other than the Registrable Securities) to be registered for sale pursuant to a registration statement, the holder intention to file which caused a notice to be given pursuant to Section 4(a), are to be offered for sale for the account of Excluded the Company and are to be distributed by or through an underwriter or underwriters of recognized standing pursuant to underwriting terms appropriate for such transactions, then each Holder agrees that such Holder shall forbear from selling Registrable Securities shall continue to have the public (except as part of such underwritten registration) pursuant to a registration rights statement or pursuant to Rule 144 or 144A under this Agreement with respect the Securities Act for a period of fourteen (14) business days prior to any Excluded Registrable Securities not so included and one hundred twenty (120) days following the effective date of the registration statement to which reference is made in such Registration StatementSection 4(a). (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior anything contained herein to the effective date of contrary, if the Registration Statement filed in connection with such registration, the Company shall determine for FS Entities are permitted to include any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, IPO then each other Holder shall also be permitted to delay registering any Excluded include a pro rata portion of the Registrable Securities for the same period as the delay in registering such other securitiesheld thereby.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever 4.1. Whenever the Company proposes to register (including, for this purpose, its own account or for any other person other than in a registration effected by the Company for other shareholders) pursuant to Section 2 or 3 any of its securities under either the Securities Act (other than pursuant a registration in connection with a merger or acquisition on Form F-4 or S-4 or one relating solely to employee benefit plans under Form S-8 or any similar form) or the Israeli Securities Laws, it will promptly, and at least thirty (i30) an Automatic Registration pursuant days prior to Section 3 hereof or (ii) registration pursuant to the initial filing of a registration statement on Form S-4 with the SEC or S-8 or any successor forms thereto)Israeli equivalent, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities Note Holder of its intention to effect such a registration and will, will include in such registration all the Registrable Securities not previously registered held by the Note Holder (subject to the provisions of Subsection 4(bSection 4.3 hereto) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a receives written request requests for inclusion therein within twenty (20) days after the receipt of such notice by the Note Holder (a “Piggyback Registration”). 4.2. In the case of any registration initiated by the Company’s notice, the Company shall have the right to designate the managing underwriter in any underwritten offering and any Note Holder participating in such underwritten registration shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (b) 4.3. If a Piggyback Registration is an underwritten secondary registration on behalf of holders offering of the Company’s securities, securities and the managing underwriters advise underwriter advises the Company in writing that in their opinion marketing factors require a limitation of the number of Registrable Securities to be underwritten, the Company will include its securities requested in such registration in the following order: (a) if the Piggyback Registration is initiated by the Company: (i) first, all Registrable Securities proposed to be included by the Company. (ii) second, the Registrable Securities held by the Note Holder and the Holders on a pro rata basis. (b) if the Piggyback Registration is not initiated by the Company: (i) first, all Registrable Securities proposed to be included by the Note Holder and the Holders; provided that if such securities cannot be included, the Company shall include the Registrable Securities pro rata. (ii) second, all other securities of the Company or any other Note Holder proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever Whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its equity securities under the Securities Act (other than pursuant to (ia Demand Registration) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities the Warrant Shares (a “"Piggyback Registration”"), the Company will shall give prompt written notice to all holders of the holder Warrant and of Excluded Registrable Securities Warrant Shares of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, shall include in such registration all Excluded Registrable Securities Warrant Shares with respect to which the Company has received a written request requests for inclusion therein within twenty (20) 30 days after the receipt of the Company’s 's notice. (b) The Registration Expenses of the holders of Warrant Shares shall be paid by such holders in all Piggyback Registrations. (c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their judgment the number of securities requested to be included in such registration must be limited in order to effect an orderly public distribution, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the numbers of shares initially proposed to be registered by such holders, and (iii) third, any other securities requested to be included in such registration. (d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities's securities other than the holders of the Warrant Shares, and the managing underwriters advise the Company in writing that in their opinion judgment the number of securities requested to be included in such registration exceeds the number which can must be sold limited in such offering without adversely affecting the marketability of the offeringorder to effect an orderly public distribution, the Company will shall include in such registration a pro rata share of Excluded Registrable Securities (i) first, the securities requested to be included therein by the holders requesting such registration (ii) second, the Warrant Shares requested to be included in such Registration Statement as calculated by dividing registration, pro rata among the holders of such securities on the basis of the number of Excluded Registrable Securities requested shares initially proposed to be included in registered by such Registration Statement by the number of the Company’s holders, and (iii) third, any other securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementregistration. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will will, if permitted by all applicable agreements, include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registrations. (a) With respect to any Parent shall notify all holders of ----------------------- Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing at least twenty (20) days prior to the filing of any Registration Statement under the Securities Act for purposes of a public offering of securities of Parent (including, but not limited to, Registration Statements relating to secondary offerings of securities of Parent, but excluding Registration Statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such stockholder an opportunity to include in such Registration Statement all or part of such Registrable Securities held by such stockholder. Each Holder wishing to include in any such Registration Statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the receipt above-described notification from Parent, so notify Parent in writing. Such notice shall state the intended method of disposition of the Company’s noticeRegistrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by Parent, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any such subsequent Registration Statement or Registration Statements as may be filed by Parent with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If a Piggyback the Registration Statement under which Parent gives notice under this Section 3 is for an underwritten secondary registration on behalf of holders of the Company’s securitiesUnderwritten Offering, and the managing underwriters Parent shall so advise the Company in writing that in their opinion the number --------- Holders of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holdersSecurities. In such event, the holder right of Excluded any such Holder to be included in a registration pursuant to this Section 3 shall be conditioned --------- upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities shall continue in the underwriting to have registration rights under this Agreement with respect the extent provided herein. All Holders proposing to any Excluded distribute their Registrable Securities not so through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by Parent. Notwithstanding any other provision of the Agreement, if the underwriter of any such Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the Underwritten Offering shall be allocated, first, to Parent and second, to the Holders and any other stockholders of Parent on a pro rata basis, based upon the amount of such securities sought to be included in such Registration StatementRegistration, unless such registration is being undertaken at the demand of any other stockholder(s) of Parent, in which event the number of shares that may be included in the Underwritten Offering shall be allocated, first, to Parent and such stockholder(s) in such manner at they may determine, and second, to the Holders of Registrable Securities hereunder and any other shareholder(s) of Parent entitled to participate therein on a pro rata basis. No such reduction shall reduce the securities being offered by Parent for its own account to be included in the registration and Underwritten Offering. (c) Notwithstanding Parent shall have the foregoing, if, at right to terminate or withdraw any time after giving a notice of Piggyback Registration and registration initiated or withdraw any registration initiated by it under this Section 3 prior to the effective date effectiveness of the Registration Statement filed such registration whether or not any --------- stockholder has elected to include securities in connection with such registration, the Company shall determine for any reason not to register or to delay registration . The Registration Expenses of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, withdrawn registration shall be relieved of its obligation to register any Excluded Registrable Securities borne by Parent in connection accordance with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.Section 6 hereof. ---------

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included If the Parent proceeds with the preparation and filing of a prospectus in Canada or a registration statement in the Automatic Registration Statement or any other Registration Statement as United States in connection with a result proposed distribution by Parent of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under for its own account, or for the Securities Act (account of any other than securityholder whether pursuant to (i) an Automatic Registration pursuant to Section 3 hereof the exercise of registration rights by such other securityholder or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)otherwise, the Company will Parent shall give written notice thereof to the holder of Excluded Registrable Securities of its intention to effect Investors as soon as practicable (the "Piggyback Notice"). In such a registration and willevent, subject the Investors shall be entitled, by notice (the "Piggyback Request") in writing given to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein Parent within twenty (20) days three Business Days after the receipt of the Company’s noticePiggyback Notice, to request that the Parent cause any or all of the Registrable Shares held by the Investors to be included in such prospectus or registration statement (such qualification being hereinafter referred to as a "Piggyback Registration"). The Investors shall specify in the Piggyback Request the number of Registrable Shares which the Investors intend to offer and sell and include the undertaking of the Investors and any applicable Affiliate thereof to provide all such information regarding their Common Share holdings and the proposed manner of distribution of the Registrable Shares, as may be required in order to permit the Parent to comply with all Securities Laws. (b) If a The Parent shall include in each such Piggyback Registration all such Registrable Shares as directed by the Investors. Notwithstanding the foregoing, the Parent shall not be required to include all such Registrable Shares in (i) any such distribution by the Parent for its own account if the Parent is an underwritten secondary registration advised in writing by its lead underwriter or underwriters that the inclusion of all such Registrable Shares and securities of any other securityholder may have a material adverse effect on behalf of holders the distribution or sales price of the Company’s securitiessecurities being offered by the Parent, and the managing underwriters advise the Company in writing that in their opinion which case, the number of Registrable Shares and the securities requested of the other securityholder to be included in such registration exceeds the number which can statement or prospectus shall each be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company will include in such registration as necessary, on a pro rata share basis, or (ii) any such distribution by any other securityholders, if the other securityholders are advised by their lead underwriter or underwriters that the inclusion of Excluded all such Registrable Securities requested to be included Shares may have a material adverse effect on the distribution or sales price of the securities being offered by such other securityholders, in such Registration Statement as calculated by dividing which case, the number of Excluded Registrable Securities requested to Shares and securities of any other securityholders shall be included in such Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such eventreduced, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statementas necessary, on a pro rata basis. (c) Notwithstanding the foregoing, ifThe Parent may, at any time after giving a notice of Piggyback Registration and prior to the effective date issuance of a receipt for a final prospectus or the Registration Statement filed effectiveness of any registration statement in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company maya Piggyback Registration, at its electionsole discretion and without the consent of the Investors, give written notice of withdraw such determination to each record holder of Excluded Registrable Securities andprospectus and registration statement, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registrationas applicable, and (ii) abandon the proposed distribution in which the case of determination Investors have requested to delay registering, shall be permitted participate pursuant to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securitiesPiggyback Request.

Piggyback Registrations. (a) If the Company elects a Company Preemption and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than (i) 15 days prior to the anticipated filing date or (ii) two Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement. (b) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto2.2(a), and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt of the Company’s notice. (b) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and if the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number inclusion of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such the Registration Statement will materially and adversely affect the marketability of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares for its own account or for the account of any Existing Holder), as calculated by dividing to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of Excluded Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities shares requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded Registrable Securities shall continue Persons (including Holders) who have requested (pursuant to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so or other contractual registration rights) that their shares be included in such Registration Statement. (c) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, ; and (ii) the maximum number of Registrable Securities that the managing underwriter advises may be sold in an offering covered by the case Registration Statement without a Material Adverse Effect. If, as a result of determination the provisions of this Section 2.2(b), any Holder shall not be entitled to delay registeringinclude all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be permitted required to delay registering (A) make any Excluded representations or warranties in connection with any such registration other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities for to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the same period Company or the underwriters with respect thereto except as the delay otherwise provided in registering such other securitiesSection 2.7.

Piggyback Registrations. (a) With respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”), whenever the The Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration shall notify all Holders of Registrable Securities (a “Piggyback Registration”), the Company will give written notice to the holder of Excluded Registrable and Underlying Securities of its intention to effect such a registration and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion therein within writing at least twenty (20) days prior to filing any registration statement under the Securities Act for purposes of effecting an underwritten primary public offering by the Company of Common Shares (excluding registration statements relating to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities (including Registrable Securities issuable upon exchange or conversion of Underlying Securities) then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of such Registrable Securities held by such Holder shall, within ten (10) days after the receipt of the above-described notice from the Company’s notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities (including Registrable Securities issuable upon exchange or conversion of Underlying Securities) in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to such offerings of its securities, all upon the terms and conditions set forth herein. (b) If In the event the Company gives notice under this Section 4, the right of any Holder’s Registrable Securities to be included in a Piggyback Registration is registration statement pursuant to this Section 4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwritten secondary registration on behalf underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of holders this Agreement, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the Company’s securitiesnumber of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the managing underwriters advise number of shares that may be included in the Company registration and the underwriting shall be allocated, first, to the Company, second, to Holders requesting inclusion of their Registrable Securities in writing that in their opinion such registration statement on a pro rata basis based on the number of securities Registrable Securities each such Holder has requested to be included in the registration; provided however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that the number of Registrable Securities included in any such registration exceeds is not reduced below the number which can be sold in such offering without adversely affecting the marketability lesser of (i) twenty-five (25%) of the offering, the Company will include in such registration a pro rata share total number of Excluded Registrable Securities requested to be included in such Registration Statement as calculated by dividing the registration and (ii) 50% of the total number of Excluded Registrable Securities requested shares to be included in such Registration Statement by the number registration. If any Holder disapproves of the Company’s securities requested terms of any such underwriting, such Holder may elect to be included withdraw therefrom by written notice, given in such Registration Statement by all selling security holders. In such eventaccordance with Section 10(b) hereof, to the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such Registration Statement. Company and the underwriter, delivered at least twenty (c20) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and days prior to the effective date of the Registration Statement filed in connection with such registrationregistration statement; provided, however, the Company foregoing 20 day deadline shall determine for any reason not to register or to delay registration apply if at the time of such securitieswithdrawal, the withdrawing Holder has learned of a material adverse change in the condition, business or prospects of the Company may, not known to the Holder at the time of its election, give written notice request for such registration and has withdrawn its request for registration with reasonable promptness after learning of such determination to each record holder of Excluded material adverse change. Any Registrable Securities and, following excluded or withdrawn from such notice, (i) in the case of a determination not to register, underwriting shall be relieved excluded and withdrawn from the registration. For any such holder that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of its obligation to register such holder, or the estates and family members of any Excluded Registrable Securities in connection with such registrationpartners and retired partners, members and (ii) in retired members and any trusts for the case benefit of determination to delay registering, any of the foregoing persons shall be permitted deemed to delay registering be a single “holder,” and any Excluded Registrable Securities for pro rata reduction with respect to such “holder” shall be based upon the same period aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “holder,” as the delay defined in registering such other securitiesthis sentence.