Common use of Registration Rights Clause in Contracts

Registration Rights. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and eighty days after the Closing Date, but not later than two years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Conversion Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Registrable Securities, as defined in Section 10.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 10.1(i) and 10.1(ii), Registrable Securities shall not include Securities which are (A) registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold under Rule 144 without volume limitations. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the Business Combination Closinggiving of any such notice by the Company, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or register any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Resale ShelfSeller” or “Sellers”). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of (x) common stock of the Class A Shares and Warrants (and underlying Class A Shares) comprising Company, the Forward Purchase Securities, (y) any other Class A Shares that number of shares of Registrable Securities to be included in such an underwriting may be acquired reduced by the Purchaser after managing underwriter if and to the date of this Agreement, including any time after extent that the Business Combination Closing, Company and (z) any other equity security the underwriter shall reasonably be of the Company issued or issuable with respect to opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 10.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 10.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 10.1(ii) rather than Section 10.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered written request shall be governed by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActSection 10.1(ii).

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Business Combination ClosingClosing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the Notes and Warrant Shares actually issued upon exercise of the Warrants, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 or any similar short-form under the 1933 Act registering the Shares, Warrant Shares issuable upon exercise of the Warrants (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include (A) Securities which are registered for resale in an effective registration statement which may be available at such timestatement, (B) included for registration in a pending registration statement, or if (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-4, S-8 or another form not xxxxxxxxe for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a Form S-3 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act not later than) sixty (60) days after the Closing Date (the "Filing Date"), and cause to be declared effective not later than one hundred and twenty (B120) days after the date Closing Date (the "Effective Date"). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 175% of the Shares issuable upon conversion of the Notes and all of the Purchaser’s Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation included in the Registration Statement except as described on Schedule 11.1 hereto. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (including without volume or manner "Actual Effective Date") the Company has registered for unrestricted resale on behalf of sale restrictions) under Rule 144 the Subscriber less than 125% of the amount of Common Shares issuable upon full conversion of all sums due under the Securities Act Notes and without 100% of the requirement to be in compliance with Rule 144(c)(1) under Warrant Shares issuable upon exercise of the Securities ActWarrants.

Registration Rights. Within thirty (30) days after Upon the Business Combination Closingexercise of the Warrant, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this AgreementHolder, including any time after the Business Combination ClosingPermitted Transferee and/or Co-lender thereof, and (z) any other equity security of the Company issued or issuable will be entitled to all registration rights with respect to the securities referred Warrant Shares to be issued, as have been granted to a “Holder” under the Second Amended Investors’ Rights Agreement, dated as of July 19, 2001, and as may further be amended from time to time (the “Registration Rights Agreement”), and the Holder, including any Permitted Transferee and/or Co-lender thereof, shall become a party to the Registration Rights Agreement by signing a joinder agreement. The Registration Rights Agreement shall be incorporated herein by reference and shall be deemed an integral part of this Warrant. Furthermore, upon any exercise of the Warrant by the Holder, the Holder, including any Permitted Transferee and/or Co-lender, shall be deemed to be a “Holder” or “Initiating Holders”, as applicable (as defined in clauses (xthe Registration Rights Agreement) and the Warrant Shares shall be deemed “Preferred Registrable Securities” (yas defined in the Registration Rights Agreement) by way and the Holder, including any Permitted Transferee and/or Co-lender thereof, shall become entitled to all the rights and privileges set forth in the Registration Rights Agreement as if the Holder was an original signatory thereto. Furthermore, for the purposes of a share capitalization or share split or in connection with a combination the Registration Rights Agreement, upon the exercise of shares, recapitalization, merger, consolidation or reorganization (collectivelythe Warrant, the holder shall be deemed as a “Registrable SecuritiesHolder”) pursuant to Rule 415 under , and so long as it complies with “Major Holder” definition or “Major Investor” definition therein, shall be deemed as such as the Securities Act; provided case may be. Upon the exercise of the Warrant, the holder shall be deemed as a “Holder”, as defined in the event Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated July 19, 2001 (“RFR Agreement”). Furthermore, for the purposes of the RFR Agreement it shall be deemed as “Major Holder” for as long as it complies with such definitions contemplated in the RFR Agreement. The rights and obligations of the Company files a Resale Shelf on Form S-1and the Holder set forth in this Section 15 shall survive the exercise, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter conversion and (iii) to maintain the effectiveness expiration of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Warrant.

Registration Rights. Within thirty (30) days after Upon the Business Combination Closingexercise of the Warrant, the Company shall use reasonable best efforts (i) Holder will be entitled to file a all registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable rights with respect to the securities referred Warrant Shares to be issued, as have been granted to a “Holder” under the Third Amended Investors’ Rights Agreement, dated as of March 25, 2003, and as may further be amended from time to time (the “Registration Rights Agreement”), and the Holder, including any Permitted Transferee and/or Co-lender thereof, shall become a party to the Registration Rights Agreement by signing a joinder agreement. The Registration Rights Agreement shall be incorporated herein by reference and shall be deemed an integral part of this Warrant. Furthermore, upon any exercise of the Warrant by the Holder, the Holder, including any Permitted Transferee and/or Co-lender, shall be deemed to be a “Holder” or “Initiating Holders”, as applicable (as defined in clauses (xthe Registration Rights Agreement) and the Warrant Shares shall be deemed “Preferred Registrable Securities” (yas defined in the Registration Rights Agreement) and the Holder, including any Permitted Transferee and/or Co-lender thereof, shall become entitled to all the rights and privileges set forth in the Registration Rights Agreement as if the Holder was an original signatory thereto. Furthermore, for the purposes of the Registration Rights Agreement, upon the exercise of the Warrant, and so long as it complies with the “Major Holder” definition or “Major Investor” definition therein, the Holder shall be deemed as such. Upon the exercise of the Warrant, the holder shall be deemed as a “Holder”, as defined in the Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated March 25, 2003 (“RFR Agreement”). Furthermore, for the purposes of the RFR Agreement it shall be deemed as “Major Holder” for as long as it complies with such definitions contemplated in the RFR Agreement. In addition, the Holder shall also be entitled to any additional or more favorable registration rights which may be granted to any investor in the Next Round of Financing, and the foregoing provisions of this Section 12 shall apply, mutatis mutandis, to any registration rights agreement entered into by way of a share capitalization or share split or the Corporation in connection with a combination the Next Round of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter Financing. The rights and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all obligations of the Purchaser’s Registrable Securities covered by Corporation and the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Holder set forth in this Section 12 shall survive the exercise, conversion and expiration of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Warrant.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (I) On one occasion, for a period commencing one hundred and twenty one (121) days after the Closing Date, but not later than two (2) years after the Closing Date ("REQUEST DATE"), upon a written request _isa_fore from any record holder or holders of more than 50% of the Share issued and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares issuable upon exercise of the Class A Warrants and Class B Warrants (collectively "REGISTRABLE SECURITIES") which are the subject of such request for unrestricted public resale by the holder thereof. Registrable Securities shall not include and a holder may not exercise holder's rights pursuant this Section 10.1(i) or Section 10.1(ii) in connection with (A) Securities which are already registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, or (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(i). (II) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will, subject to the terms of this Agreement, cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SELLER" or "SELLERS"). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(ii) without thereby incurring any liability to the Seller. (III) If, at the time any written request for registration is received by the Company pursuant to Section 10.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 10.1(ii) rather than Section 10.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 10.1(ii). (IV) The Company shall file with the Commission not later than thirty (30) days after the Business Combination ClosingClosing Date (the "FILING DATE"), and cause to be declared effective within one hundred and twenty (120) days after the Company shall use reasonable best efforts Closing Date (i) to file the "EFFECTIVE DATE"), a registration statement on Form S-3 SB2 (or any similar short-such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act (the "REGISTRATION STATEMENT"). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement which may that is equal to the Shares and all of the Warrant Shares issuable upon exercise of the Warrants. The Registrable Securities shall be available at reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such time, Subscriber and Warrant holder. The Registration Statement will immediately be amended or if additional registration statements will be immediately filed by the Company is ineligible as necessary to use such Form S-3, on Form S-1 (including any successor registration statement covering register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except as disclosed on SCHEDULE 10.1. It shall be deemed a “Resale Shelf”) of Non-Registration Event (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date as defined in Section 10.4 of this Agreement, including ) if at any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1Actual Effective Date, the Company shall convert has registered for unrestricted resale on behalf of each Subscriber fewer than all the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter Shares and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all Warrant Shares issuable upon exercise of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActWarrants.

Registration Rights. Within thirty (30a) days after In the Business Combination Closingevent that the Board of Directors consents pursuant to Section 3.1(a) of the 1998 Stockholders' Agreement to a Principal Stockholder's request for a Transfer during the period commencing on January 1, 2000 and ending on the Expiration Date and in connection therewith, the Company agrees to register Securities with respect to such Transfer under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall use reasonable best efforts grant the New Stockholders the opportunity (isubject to reduction in the event the registered Transfer is underwritten) to file register for Transfer under the Securities Act a percentage of the total number of Securities beneficially owned by the New Stockholders equal to the percentage of the total number of Securities beneficially owned by the Transferring Principal Stockholder that such Transferring Principal Stockholder is registering for Transfer under the Securities Act, on the same terms and conditions as the Transferring Principal Stockholder. In the event that the Board of Directors consents pursuant to Section 3.1(a) of this Agreement to the New Stockholders' request for a Transfer, and in connection therewith the Company agrees to register Securities with respect to such Transfer under the Securities Act, the Company shall grant each Principal Stockholder pursuant to Section 3.1(a) of the 1998 Stockholders' Agreement the opportunity (subject to reduction in the event the registered Transfer is underwritten) to register for Transfer under the Securities Act a percentage of the total number of Securities beneficially owned by such Principal Stockholder equal to the percentage of the total number of Securities beneficially owned by the Transferring New Stockholders that such Transferring New Stockholders are registering under the Securities Act, on the same terms and conditions as the Transferring New Stockholders. (b) To the extent that the Company grants pursuant to Section 3.1(b) of the 1998 Stockholders' Agreement a Principal Stockholder the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act during the period commencing on January 1, 2000 and ending on the Expiration Date, the Company shall grant the New Stockholders the opportunity (subject to reduction in the event the registered Transfer is underwritten) to register an equal number of shares of Class A Common Stock for Transfer under the Securities Act on the same terms and conditions, without considering those provisions of Section 3.1(b) of the 1998 Stockholders' Agreement relating to the reallocation of amounts among the Principal Stockholders. To the extent that the Company grants pursuant to Section 3.1(b) of this Agreement the New Stockholders the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act, the Company shall grant each Principal Stockholder pursuant to Section 3.1(b) of the 1998 Stockholders' Agreement the opportunity (subject to reduction in the event the registered Transfer is underwritten) to register an equal number of shares of Class A Common Stock for Transfer under the Securities Act on the same terms and conditions. (c) For the period commencing on January 1, 2000 and ending on the Expiration Date, in the event the Company proposes to register any shares of Class A Common Stock under the Securities Act pursuant to an underwritten primary offering (other than pursuant to a registration statement on Form S-3 S-4 or Form S-8 or any similar short-successor forms thereto or other form registration statement which may would not permit the inclusion of the shares of Class A Common Stock of the New Stockholders), the Company, as determined by the Board of Directors, shall give written notice to the New Stockholders of its intention to effect such a registration. Following any such notice, the Board of Directors shall undertake to determine the aggregate number, if any, of shares of Class A Common Stock held by the New Stockholders (not to exceed in the aggregate on a per year basis a number of shares of Class A Common Stock equal to fifteen percent (15%) of the total number of shares of Class A Common Stock beneficially owned by the New Stockholders as of the Effective Date) to be available at such time, or if registered by the Company is ineligible under the Securities Act (the "Registrable Amount") for Transfer by the New Stockholders in connection with such offering during such period. If the Board determines to register shares of Class A Common Stock held by the New Stockholders pursuant to this Section 3.2(c), the Company will promptly give written notice of such determination to the New Stockholders, and thereupon the Company will use such Form S-3, on Form S-1 (including any successor commercially reasonable efforts to effect the registration statement covering the resale of that portion of the Registrable Securities Amount that the New Stockholders indicate a “Resale Shelf”desire to register. All terms, conditions and rights with respect to such registration (including but not limited to any determination to reduce the Registrable Amount) shall be determined by the Board, provided that (i) the representations and warranties of the New Stockholders shall be customary taking into account, among other things, the nature of the offering and the New Stockholders' relationship with the Company, and (xii) the Company shall be responsible for all expenses with respect to such registration other than underwriting discounts and commissions allocable to the Class A Shares Common Stock of the New Stockholders, which underwriting discounts and Warrants (and underlying commissions shall be the responsibility of the New Stockholders. Notwithstanding the foregoing provisions of this Section 3.2(c), to the extent that the Company grants pursuant to Section 3.2(c) of the 1998 Stockholders' Agreement the Principal Stockholders the opportunity to register shares of Class A SharesCommon Stock for Transfer under the Securities Act during the period commencing on January 1, 2000 and ending on the Expiration Date, the Company shall grant the New Stockholders the opportunity to register shares of Class A Common Stock on a substantially similar basis. To the extent that the Company grants pursuant to Section 3.2(c) comprising of this Agreement the Forward Purchase SecuritiesNew Stockholders the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act, the Company shall grant each Principal Stockholder pursuant to Section 3.2(c) of the 1998 Stockholders' Agreement the opportunity to register shares of Class A Common Stock on a substantially similar basis. (d) In addition to the registration rights granted pursuant to Sections 3.2(a), (yb) and (c), no more frequently than once during each of the calendar years ending December 31, 2000 and 2001 (each such year, an "Annual Period"), and upon either (i) the receipt of a written request of the New Stockholders or (ii) a determination by the Board of Directors, the Board shall undertake to determine the Registrable Amount, if any, for Transfer by the New Stockholders. If the Board determines to register shares of Class A Common Stock held by the New Stockholders pursuant to this Section 3.2(d), the Company will promptly give written notice of such determination to the New Stockholders, and thereupon the Company will use commercially reasonable efforts to effect the registration of that portion of the Registrable Amount that the New Stockholders indicate a desire to register. All terms, conditions and rights with respect to such registration (including but not limited to any determination to reduce the Registrable Amount) shall be determined by the Board, provided that (i) the representations and warranties of the New Stockholders shall be customary taking into account, among other things, the nature of the offering and the New Stockholders' relationship with the Company, and (ii) the Company shall be responsible for all expenses with respect to such registration other than underwriting discounts and commissions allocable to the Class A Common Stock of the New Stockholders, which underwriting discounts and commissions shall be the responsibility of the New Stockholders. Notwithstanding the foregoing provisions of this Section 3.2(d), to the extent that the Company grants pursuant to Section 3.2(d) of the 1998 Stockholders' Agreement the Principal Stockholders the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act during the period commencing on January 1, 2000 and ending on the Expiration Date, the Company shall grant the New Stockholders the opportunity to register shares of Class A Common Stock on a substantially similar basis. To the extent that the Company grants pursuant to Section 3.2(d) of this Agreement the New Stockholders the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act, the Company shall grant each Principal Stockholder pursuant to Section 3.2(d) of the 1998 Stockholders' Agreement the opportunity to register shares of Class A Common Stock on a substantially similar basis. (e) For purposes of this Section 3.2, the New Stockholders shall be deemed to be a single stockholder of the Company, and Xxxxxxx and all of the CCI Shareholders shall be deemed to be a single Principal Stockholder. (f) Notwithstanding any other Class A Shares that may be acquired by the Purchaser after the date provision of this Agreement, including any time after to the Business Combination Closing, and (z) any other equity security extent the Company has undertaken to register Securities of the New Stockholders pursuant to this Section 3.2, the Company issued may subsequently determine not to register such Securities and may either not file a registration statement or issuable otherwise withdraw or abandon a registration statement previously filed with respect to the securities referred registration of such Securities; provided that to the extent the Principal Stockholders are also participating in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelysuch registration, the “Registrable Securities”) pursuant to Rule 415 under New Stockholders and the Securities Act; provided in the event the Company files Principal Stockholders will be treated on a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf substantially similar basis with respect to any such determination not to register Securities or the Purchaser’s Registrable Securities until the earliest withdrawal or abandonment of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered a registration statement previously filed as contemplated by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Section 3.2(f).

Registration Rights. Within thirty (30a) days The Company, for a period of two years after the Business Combination ClosingConversion Date (as defined in Section 3(d)), will give written notice to each Holder of this Warrant or shares of Common Stock issued upon exercise of this Warrant ("Warrant Shares") not less than 20 days in advance of the initial filing of any registration statement under the Securities Act of 1933, as amended (other than a registration statement pertaining to securities issuable pursuant to employee stock option, stock purchase, or similar plans or a registration statement pertaining to securities issuable in connection with the acquisition of a business, whether through a merger, consolidation, acquisition of assets, or exchange of securities), covering any Common Stock or other securities of the Company, and will afford the Holder the opportunity to have included in such registration statement all or such part of the Warrant Shares issued or issuable upon exercise of this Warrant, as may be designated by written notice to the Company not later than ten days following receipt of such notice from the Company. The Company shall be entitled to exclude the Warrant Shares held by or issuable to the Holder from any one, but not more than one, such registration if either the Company or the underwriter in connection with offering to be made pursuant to such registration statement in its sole discretion decides that the inclusion of such shares will materially interfere with the orderly sale and distribution of the securities being offered under such registration statement by the Company. Notwithstanding the foregoing, the Company shall use reasonable best efforts (i) not be entitled to file a exclude the Warrant Shares held by or issuable to the Holder if shares of other shareholders are being included in any such registration statement and, in such circumstances, the Holder shall be entitled to include the Warrant Shares held by or issuable to the Holder on Form S-3 a pro-rata basis in the proportion that the number of Warrant Shares of Common Stock held by or issuable to the Holder bears to the shares of Common Stock held by all other shareholders, including shares in such registration statement. The Holder shall not be entitled to include shares in more than two registration statements pursuant to the provisions of this Section (3)(e), and all rights of any similar shortholder under this Section (3)(e) shall terminate after the holder has included shares of Common Stock in two registration statements pursuant to this Section (3)(e). (b) The Company will pay all out-form of-pocket costs and expenses of any registration statement which effected pursuant to the provisions of Section 5(a), including registration fees, legal fees, accounting fees, printing expenses (including such number of any preliminary and the final prospectus as may be available at such timereasonably requested), blue sky qualification fees and expenses, and all other expenses, except for underwriting commissions or if discounts applicable to the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale shares of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired Common Stock being sold by the Purchaser after holder and the date fees of this Agreementcounsel for the Holder, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered which shall be paid by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActHolder.

Registration Rights. (a) Subscriber acknowledges that it is acquiring the Units for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"). The Subscriber further agrees that it will not sell, assign or transfer any Security at any time in violation of the Securities Act and acknowledges that, in taking unregistered securities, it must continue to bear the economic risk of its investment for an indefinite period of time because of the fact that Securities have not been registered under the Securities Act, and further realizes that none of the Securities can be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber further recognizes that the Company is not assuming any obligation to register any Security except as expressly set forth herein. The Subscriber also acknowledges that appropriate legends reflecting the status of the Securities under the Securities Act may be placed on the face of the certificates for each such Security at the time of their transfer and delivery to the holder thereof. (b) No Security may be transferred except in a transaction which is in compliance with the Securities Act. Except as provided hereafter with respect to registration of the Shares and the Exercise Shares, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel to the holder of such Security, reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act. (c) Within thirty (30) 60 days after the Business Combination ClosingClosing (the "Filing Date"), the Company shall use reasonable its best efforts to prepare and file with the Securities and Exchange Commission (the "SEC"), one or more registration statements and such other documents as may be necessary in the opinion of counsel for the Company, and use its commercially reasonable efforts to have such registration statement declared effective within 120 days after the Filing Date in order to comply with the provisions of the Securities Act so as to permit the registered resale of the Shares, for a period of two (2) years following the Closing Date, and the registered resale of the Exercise Shares, for so long as the Warrants are outstanding. The Shares and Exercise Shares that are registered for resale under such registration statement are referred to herein as the "Offering Securities," and the Subscriber, together with its affiliates and transferees, are hereafter referred to as "Offering Holders." The Company will include in such registration statement (i) the information required under the Securities Act to file be so included concerning the Offering Holders, as provided by the Offering Holders at the reasonable request of the Company, including any changes in such information, or information provided by new Offering Holders, that may be provided by the Offering Holders in writing to the Company from time to time, and (ii) a section entitled "Plan of Distribution," substantially in the form of Exhibit C hereto, that describes the various procedures that may be used by the Offering Holders in the sale of Shares or Exercise Shares; provided, however, that no holder of Shares or Exercise Shares (other than a Subscriber) shall be entitled to have the securities held by it covered by such registration statement on Form S-3 or unless such holder agrees in writing to be bound by all the provisions of this Agreement applicable to such holder. (d) Notwithstanding the foregoing provisions of this Section 4, the Company may voluntarily suspend the use of any similar short-form such registration statement which may be available at such for a limited time, or which in no event shall be longer than 60 days in any three month period and no longer than 100 days in any twelve month period, if the Company is ineligible has been advised in writing by counsel or underwriters to use such Form S-3, on Form S-1 (including the Company that the offering of any successor Offering Securities pursuant to the registration statement covering the resale of the Registrable Securities a “Resale Shelf”) would materially adversely affect, or would be improper in view of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securitiesor improper without disclosure in a prospectus), (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreementa proposed financing, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of sharesreorganization, recapitalization, merger, consolidation consolidation, or reorganization (collectivelysimilar transaction involving the Company. In addition, the “Registrable Securities”) pursuant Company may suspend the use of such registration statement for the 15 business days following the filing of any Form 8-K, Form 10-QSB or Form 10-KSB, or other comparable form for purposes of filing a post-effective amendment to Rule 415 under the Securities Act; provided in registration statement. If any event occurs that would cause any such registration statement to contain a material misstatement or omission or not to be effective and usable during the event period that such registration statement is required to be effective and usable, subject to the Company files a Resale Shelf on Form S-1time periods set forth above, the Company shall convert promptly file an amendment to the Form S-1 registration statement and use its commercially reasonable efforts to a Form S-3 cause such amendment to be declared effective as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect thereafter. Notwithstanding any provision contained herein to the Purchaser’s Registrable contrary, the Company's obligation to include, or continue to include, Offering Securities until in any such registration statement under this Section 4 shall terminate to the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by extent such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) securities are eligible for resale under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1144(k) promulgated under the Securities Act. (e) If and whenever the Company is required by the provisions of this Agreement to use its commercially reasonable efforts to effect the registration of the Offering Securities under the Securities Act for the account of an Offering Holder, the Company will, as promptly as possible: (i) prepare and file with the SEC a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective, subject to the Company's obligations to file post-effective amendments to such registration statement; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the requirements of the Securities Act and the rules and regulations promulgated by the SEC thereunder relating to the sale or other disposition of the securities covered by such registration statement; (iii) include in each such document the names of each Subscriber who continues to hold Offering Securities, except for those Subscribers who designate on the signature page hereto that they do not wish to have their securities included in the registration statement, and the names of any new Offering Holders who have delivered written notice to the Company at least three business days prior to the filing thereof that they propose to sell Offering Securities pursuant to the registration statement as selling securityholders; (iv) file pursuant to Rule 424(b) under the Securities Act an amendment to the registration statement or amend, if required, the registration statement and prospectus, in each case, to cover new Offering Holders upon at least seven business days' prior written notice by such new Offering Holders to such effect; provided, however, that (A) in no event shall the Company be required to file pursuant to Rule 424(b) under the Securities Act a supplement to the registration statement to cover new Offering Holders other than on the third Thursday of each calendar month following the calendar month in which the registration statement is declared effective and (B) in the case where a post-effective amendment is required, in no event shall the Company be required to file a post-effective amendment to cover new Offering Holders other than on the third Thursday of the third full calendar month following the calendar month in which the registration statement is declared effective and the third Thursday of each subsequent third month thereafter; any delay in effectiveness as a result of the foregoing shall be excluded from the periods set forth in subsection (e) above; and (v) furnish to each Offering Holder such numbers of copies of a prospectus, including a preliminary prospectus, complying with the requirements of the Securities Act, and such other documents as such Offering Holder may reasonably request in order to facilitate the public sale or other disposition of the Offering Securities owned by such Offering Holder, but such Offering Holder shall not be entitled to use any selling materials other than a prospectus and such other materials as may be approved by the Company, which approval will not be unreasonably withheld. (f) Except as provided below in this Section 4, the expenses incurred by the Company in connection with action taken by the Company to comply with this Section 4, including, without limitation, all registration and filing fees, printing and delivery expenses, accounting fees, fees and disbursements of counsel to the Company, consultant and expert fees, premiums for liability insurance, if the Company chooses to obtain such insurance, obtained in connection with a registration statement filed to effect such compliance and all expenses, including counsel fees, of complying with any state securities laws ("State Acts"), shall be paid by the Company. All fees and disbursements of any counsel, experts, or consultants employed by any Offering Holder shall be borne by such Offering Holder. The Company shall not be obligated in any way in connection with any registration pursuant to this Section 4 for any selling commissions or discounts payable by any Offering Holder to any underwriter or broker of securities to be sold by such Offering Holder. Subscriber agrees to pay all expenses required to be borne by such Offering Holder. (g) In the event of any registration of Offering Securities pursuant to this Section 4, the Company will indemnify and hold harmless each Offering Holder, its officers, directors, investment advisors and each underwriter of such securities, and any person who controls such Offering Holder or underwriter within the meaning of Section 15 of the Securities Act, against all claims, actions, losses, damages, liabilities and expenses, joint or several, to which any of such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Offering Holder, its officers, directors and each underwriter of such securities, and each such controlling person or entity for any legal and any other expenses reasonably incurred by such Offering Holder, such underwriter, or such controlling person or entity in connection with investigating or defending any such loss, action, claim, damage, liability, or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises directly out of or is based primarily upon an untrue statement or omission made in said registration statement, said preliminary prospectus or said prospectus, or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Offering Holder or such underwriter specifically for use in the preparation thereof. (h) At any time when a prospectus relating to the Offering Securities is required to be delivered under the Securities Act, the Company will notify the Offering Holder of the happening of any event, upon the notification or awareness of such event by an executive officer of the Company, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (i) In the event of any registration of any Offering Securities under the Securities Act pursuant to this Section 4, the Offering Holder agrees to indemnify and hold harmless the Company, its officers, directors and any person who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, or actions, joint or several, to which the Company, its officers, directors, or such controlling person or entity may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities, or actions arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such Offering Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent and only to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon an untrue statement or omission made in said registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Offering Holder or any affiliate (as defined in the Securities Act) of such Offering Holder specifically for use in the preparation thereof. (j) If a claim for indemnification under Section 4 is unavailable to an indemnified party because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any such contribution shall be deemed to include any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with the defense of any Losses to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for under Section 4(h) or 4(j) was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, no Offering Holder shall be liable or required to contribute under this Section 4(k) for any amount that exceeds the net proceeds to such Offering Holder as a result of the sale of Shares or Exercise Shares pursuant to the registration statement provided by this Section 4. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4(k) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this

Registration Rights. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or If at any similar short-form registration statement which may be available at such time, or if time following the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale approval of the Registrable Securities a “Resale Shelf”) of (x) Common Stock for listing on the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase SecuritiesNASDAQ or NYSE, (ya) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable there is no effective Registration Statement with respect to shares of Common Stock underlying the securities referred to in clauses Series A Preferred Stock and the Warrant Shares (xthe “Registrable Shares”) and (yb) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date not all of the Purchaser’s outstanding Registrable Securities covered by the Resale Shelf can Shares may be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under registration pursuant to Rule 144 under the Securities Act Act, then Subscribers that at the time of the written demand (directly or with their affiliates) hold the Registrable Shares representing more than 50% of the Registrable Shares then outstanding (individually, a “Demanding Holder” and without collectively, the requirement “Demanding Holders”), may make a written demand for registration (a “Demand Registration” and the registration statement to be in compliance with Rule 144(c)(1filed pursuant to such Demand Registration, the “Demand Registration Statement”) under the Securities ActAct of the sale of all or part of its Registrable Shares. Any request for a Demand Registration shall specify the number of shares (or other amount) of Registrable Shares proposed to be sold and the intended method(s) of distribution thereof (such written demand, the “Demand Notice”). The Company will notify the Subscribers other than the Demanding Holder of the Demand Registration (each such Holder including Shares of its Registrable Shares in such registration, a “Participating Holder”) as soon as practicable, and each such other Holder who wishes to include all or a portion of its Registrable Shares of the type that are the subject of the Demand Registration Statement proposed to be filed in such Demand Registration Statement shall so notify the Company within fifteen (15) days after receipt of such notice (the “Demanding Subscribers’ Deadline”). The Company shall use its best efforts to file such Demand Registration Statement within forty five (45) days (the “Required Filing Date”) after receiving the Demand Notice, and use its best efforts to have the Demand Registration Statement declared effective by the U.S. Securities and Exchange Commission, not later than ninety (90) days after the Required Filing Date. The Company shall not be obligated to effect more than two (2) Demand Registrations under this Section 4(a) in respect of Registrable Shares. (ii) The Company will pay all expenses associated with the registration, including, without limitation, filing and printing fees, accounting fees and expenses, costs, if any, associated with clearing the Registrable Securities for sale under applicable state securities laws.

Registration Rights. Within thirty (30a) days after the Business Combination ClosingThe Company and Fir Tree shall, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the date hereof, enter into a registration rights agreement (the “New Fir Tree Registration Rights Agreement”) on substantially the same terms as the Registration Rights Agreement between the Company is eligible to use Form S-3and Fir Tree, dated as of November 23, 2009 (the “Old Registration Rights Agreement”), with the exception that: (a) (i) the demand registration rights set forth in Section 2.1.1 of the Old Registration Rights Agreement shall commence instead on August 1, 2012; (ii) to cause the Resale Shelf to be declared effective under piggy-back registration rights set forth in Section 2.2.1 of the Securities Act promptly thereafter Old Registration Rights Agreement shall commence instead on September 1, 2012; and (iii) the first sentence of the defined term “Registrable Securities” under the Old Registration Rights Agreement shall be defined to maintain mean the effectiveness 6,452,423 shares of Common Stock held by Fir Tree as of the date hereof and the Warrants and the Warrants Shares to be issued to Fir Tree under this Purchase Agreement and (b) the New Fir Tree Registration Rights Agreement shall include such Resale Shelf other changes as to be agreed upon by the parties thereto. The Old Registration Rights Agreement (including any and all rights and obligations thereunder) shall be terminated by the Company and Fir Tree concurrently with respect the execution of the New Fir Tree Registration Rights Agreement and any and all existing breaches or violations thereof shall thereby be waived by the Company and Fir Tree. (b) The Company and the Purchasers, other than Fir Tree, shall, as soon as practicable after the date hereof, enter into a registration rights agreement (the “New Piggy-Back Registration Rights Agreement”) which will provide such Purchasers with the same piggy-back registration rights as shall be provided to Fir Tree under the New Fir Tree Registration Rights Agreement. Notwithstanding anything to the Purchaser’s Registrable Securities until contrary in the earliest of foregoing, (Aa) the date on which New Fir Tree Registration Rights Agreement and the Purchaser New Piggy-Back Registration Rights Agreement may be contained in one and the same document and (b) in no event shall the Purchasers other than Fir Tree be entitled to any demand registration rights under any such registration rights agreement or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all provisions of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Section 4.3.

Registration Rights. Within thirty If at any time after six (306) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after months from the date of this Agreement, including any time after (a) a Starwood Partner validly tenders Starwood Units pursuant to the Business Combination Closingprovisions of this Agreement, (b) the Trust and (z) any other equity security of the Company issued Corporation make the Paired Share Election or issuable the Combined Election with respect to such tender, (c) as a result of the securities referred Ownership Limit such Starwood Partner cannot receive the full number of Paired Shares otherwise issuable to such Starwood Partner pursuant to such tender and such Election (without giving effect to the Ownership Limit) (the event described in clauses (xa), (b) and (yc) by way being referred to as a "Paired Share Tender Reduction"; the number of such Paired Shares which such Starwood Partner cannot receive pursuant to such tender as a share capitalization or share split or result of the Ownership Limit being referred to as the "Unissued Paired Shares"; and the Starwood Units tendered in connection with a combination respect of sharessuch Unissued Paired Shares being referred to as the "Delayed Payment Units"), recapitalizationthen subject to the other terms and conditions of this Agreement, mergersuch Starwood Partner shall be entitled to receive the number of Paired Shares which it can receive pursuant to such tender, consolidation or reorganization (collectivelysuch Election and the Ownership Limit and then, pursuant to the terms of the Registration Rights Agreement, the “Registrable Securities”) Trust and the Corporation shall cause there to be filed with the Securities and Exchange Commission a registration statement and the Trust and the Corporation shall register and sell pursuant thereto a number of Paired Shares equal to the number of such Unissued Paired Shares requested by Starwood to be registered pursuant to Rule 415 under Section 2.3 of the Securities Act; provided in Registration Rights Agreement. Within two Business Days after the event receipt by the Company files a Resale Shelf on Form S-1Trust and the Corporation of the proceeds of any sale (after underwriting discounts and commissions) of such Paired Shares pursuant to such registration, the Company Trust and the Corporation shall convert pay such proceeds to the Form S-1 to a Form S-3 as soon as practicable after tendering holder of the Company is eligible to use Form S-3Delayed Payment Units, (ii) to cause in full payment for the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness tender of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActDelayed Payment Units.

Registration Rights. Within (a) The Company hereby agrees to file, at its sole cost and expense, a registration statement on Form SB-2 (or an alternative available form if the Company is not eligible to file a Form SB-2) (the “Registration Statement”) with the SEC no later than thirty (30) days after the Business Combination Closingdate of this Agreement, registering the Company shall use reasonable best efforts following securities issued by the Company: (i) to file a registration statement on Form S-3 all shares of Common Stock issued or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale issuable upon conversion of the Registrable Securities a “Resale Shelf”Vicis Debenture; (ii) all shares of Common Stock issued or issuable upon exercise of the Vicis New Warrants; (xiii) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that 60,000 shares of Common Stock which may be acquired by Vicis from The Xxxx Law Firm, (iv) all shares of Common Stock held by each of the Purchaser Founders; and (v) 300,000 shares of Common Stock issued or issuable upon exercise of a warrant to purchase shares of Common Stock held by FP Associates (all of the foregoing, collectively, the “Registrable Securities”). The Company hereby agrees to use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the date of filing; provided, however, if the Company receives a full review by the SEC, then the registration effective date may be extended by an additional thirty (30) days without penalties accruing pursuant to Section 2.1(c) below. (b) If the Company does not file the Registration Statement within thirty (30) days after the date of this Agreement, including any time then the Company shall pay to Vicis, as liquidated damages, within five (5) calendar days after the Business Combination Closingend of each month in which the Company is in violation of this Section 2.1(b), and an amount equal to one percent (z1%) of the aggregate principal amount of the Vicis Debenture (pro-rated for any other equity security partial month in which the Company is in such violation), payable, at the election of the Company issued in cash or issuable with respect shares of Common Stock (at the then trading price of the Common Stock); provided, however, in no event shall the Company be obligated to make more than eight (8) monthly liquidated damages payments to Vicis under this Section 2.1(b). (c) If the securities referred to in clauses Company’s Registration Statement is not declared effective by the SEC within ninety (x90) and days after the date of this Agreement (yor one hundred twenty (120) by way of a share capitalization or share split or in connection with a combination of sharesdays if extended, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; as provided in the event the Company files a Resale Shelf on Form S-1Section 2.1(a) above), then the Company shall convert pay to Vicis, as liquidated damages, within five (5) calendar days after the Form S-1 to a Form S-3 as soon as practicable after end of each month in which the Company is eligible in violation of this Section 2.1(c), an amount equal to use Form S-3, one percent (ii1%) to cause of the Resale Shelf to be declared effective under aggregate principal amount of the Securities Act promptly thereafter and Vicis Debenture (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on pro-rated for any partial month in which the Purchaser or its assignee ceases to hold Registrable Securities covered by Company is in such Resale Shelfviolation), (B) payable, at the date all election of the Purchaser’s Registrable Securities covered by Company in cash or shares of Common Stock (at the Resale Shelf can then trading price of the Common Stock); provided, however, in no event shall the Company be sold publicly without restriction or limitation obligated to make more than eight (including without volume or manner of sale restrictions) 8) monthly liquidated damages payments to Vicis under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Section 2.1(c).

Registration Rights. Within thirty (30) days after the Business Combination Closing12.1.1 In connection with an Initial Public Offering, the Company Partnership shall use reasonable best efforts cause the IPO Entity to grant to (a) the Apollo Group piggyback registration rights on such Initial Public Offering and (b) if any member of the Apollo Group is selling Units (or their equivalent in such Initial Public Offering, the Management Limited Partners customary piggyback registration rights on such Initial Public Offering, which rights shall provide that, subject to the underwriter cut-back provisions described below, each Management Limited Partner shall be entitled to register in such Initial Public Offering a number of Units (or their equivalent) up to but not greater than (i) the number of Class A Units and Vested Units (or their equivalent) then held by such Management Limited Partner multiplied by (ii) a fraction, the numerator of which is the number of Units (or their equivalent) held by the Apollo Group that are being registered in such Initial Public Offering and the denominator of which is the total number of Units (or their equivalent) then held by the Apollo Group. The Management Limited Partners hereby agree to file a registration statement on Form S-3 or any similar shortenter into such “lock-form registration statement which up” agreements as may be available at reasonably requested by the underwriters of an Initial Public Offering. Any registration rights granted to the Management Limited Partners under this Section 12.1.1 shall be subject to any reduction of the Management Limited Partners’ participation in such time, or if Initial Public Offering as may be reasonably requested by the Company is ineligible to use underwriters of such Form S-3, on Form S-1 Initial Public Offering (including any successor registration statement covering such reduction that is non-pro rata among either the resale Partners or the Management Limited Partners; provided that neither the General Partner nor its Affiliates shall take any action the primary purpose of which is to result in a non-pro rata reduction). 12.1.2 In connection with a Qualified IPO, the Registrable Securities a “Resale Shelf”) of Partnership shall cause the IPO Entity to grant to (xi) the Class A Shares Apollo Group customary demand and Warrants piggyback registration rights (and underlying Class A Shares) comprising including piggyback registration rights on the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (xQualified IPO) and (yii) the Management Limited Partners customary piggyback registration rights (including piggyback registration rights on the Qualified IPO), which rights shall provide that, subject to the underwriter cut-back provisions described below, each Management Limited Partner shall be entitled to register in such Qualified IPO a number of Units (or their equivalent) up to but not greater than (i) the number of Class A Units and Vested Units (or their equivalent) then held by way such Management Limited Partner multiplied by (ii) a fraction, the numerator of which is the number of Units (or their equivalent) held by the Apollo Group that are being registered in such Qualified IPO and the denominator of which is the total number of Units (or their equivalent) then held by the Apollo Group. The Management Limited Partners hereby agree to enter into such “lock-up” agreements as may be reasonably requested by the underwriters of a share capitalization Qualified IPO. Any registration rights granted to the Management Limited Partners under this Section 12.1.2 shall be subject to any reduction of the Management Limited Partners’ participation in such Qualified IPO as may be reasonably requested by the underwriters of such Qualified IPO (including any such reduction that is non-pro rata among either the Partners or share split or the Management Limited Partners; provided that neither the General Partner nor its Affiliates shall take any action the primary purpose of which is to result in a non-pro rata reduction). 12.1.3 The Partners agree that, except as otherwise required by the underwriter, any underwriter cutbacks (other than in connection with the Initial Public Offering and the Qualified IPO) shall be (i) in the case of a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, registration initiated by the “Registrable Securities”) Apollo Group pursuant to Rule 415 under the Securities Act; provided exercise of demand registration rights, first applied to reduce the number of shares requested to be included in such registration by the event Management Limited Partners pro rata based on the Company files a Resale Shelf on Form S-1, total number of shares requested to be included by the Company shall convert Management Limited Partners before any shares requested to be included in such registration by the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, Apollo Group are reduced and (ii) in the case of any other registration, applied to cause reduce the Resale Shelf number of shares requested to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of included in such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered registration by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Management Limited Partners and the Apollo Group pro rata based on the total number of sale restrictions) under Rule 144 under the Securities Act and without the requirement shares requested to be in compliance with Rule 144(c)(1) under included by the Securities ActManagement Limited Partners and the Apollo Group.

Registration Rights. Within thirty (30a) days The Company, for a period of two years after the Business Combination ClosingConversion Date (as defined in Section 3(d)), will give written notice to each Holder of this Warrant or shares of Common Stock issued upon exercise of this Warrant (“Warrant Shares”) not less than 20 days in advance of the initial filing of any registration statement under the Securities Act of 1933, as amended (other than a registration statement pertaining to securities issuable pursuant to employee stock option, stock purchase, or similar plans or a registration statement pertaining to securities issuable in connection with the acquisition of a business, whether through a merger, consolidation, acquisition of assets, or exchange of securities), covering any Common Stock or other securities of the Company, and will afford the Holder the opportunity to have included in such registration statement all or such part of the Warrant Shares issued or issuable upon exercise of this Warrant, as may be designated by written notice to the Company not later than ten days following receipt of such notice from the Company. The Company shall be entitled to exclude the Warrant Shares held by or issuable to the Holder from any one, but not more than one, such registration if either the Company or the underwriter in connection with offering to be made pursuant to such registration statement in its sole discretion decides that the inclusion of such shares will materially interfere with the orderly sale and distribution of the securities being offered under such registration statement by the Company. Notwithstanding the foregoing, the Company shall use reasonable best efforts (i) not be entitled to file a exclude the Warrant Shares held by or issuable to the Holder if shares of other shareholders are being included in any such registration statement and, in such circumstances, the Holder shall be entitled to include the Warrant Shares held by or issuable to the Holder on Form S-3 a pro-rata basis in the proportion that the number of Warrant Shares of Common Stock held by or issuable to the Holder bears to the shares of Common Stock held by all other shareholders, including shares in such registration statement. The Holder shall not be entitled to include shares in more than two registration statements pursuant to the provisions of this Section (3)(e), and all rights of any similar shortholder under this Section (3)(e) shall terminate after the holder has included shares of Common Stock in two registration statements pursuant to this Section (3)(e). (b) The Company will pay all out-form of-pocket costs and expenses of any registration statement which effected pursuant to the provisions of Section 5(a), including registration fees, legal fees, accounting fees, printing expenses (including such number of any preliminary and the final prospectus as may be available at such timereasonably requested), blue sky qualification fees and expenses, and all other expenses, except for underwriting commissions or if discounts applicable to the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale shares of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired Common Stock being sold by the Purchaser after holder and the date fees of this Agreementcounsel for the Holder, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered which shall be paid by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActHolder.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Initial Closing Date, but not later than two (2) years after the Initial Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares issuable upon exercise of the Warrants (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities (A) which are registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, or (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to an effective registration statement or Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not xxxxxxxxe for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act not later than thirty (30) days after the Business Combination Closing, Initial Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective under not later than one hundred and twenty (120) days after the Securities Act promptly thereafter and Initial Closing Date (iii) to maintain the effectiveness "Effective Date"). The Registration Statement will cover not less than a number of such Resale Shelf with respect shares of Common Stock that is equal to the Purchaser’s Shares and Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants. The Registrable Securities until shall be reserved and set aside exclusively for the earliest benefit of (A) each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will promptly be amended or one or more additional registration statements will be promptly filed by the date on which Company as necessary to register additional shares of Common Stock to allow the Purchaser or its assignee ceases to hold public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities covered by such Resale Shelfwill be included in the Registration Statement, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actexcept as described on Schedule 11.1.

Registration Rights. Within thirty a. In the event that the Shares are not registered in connection with the consummation of the Transaction, ARYA agrees that, within forty-five (3045) calendar days after the Business Combination Closingconsummation of the Transaction (the “Filing Date”), it will file with the Company shall use reasonable best efforts SEC (iat its sole cost and expense) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering registering the resale of the Registrable Securities a Shares (the “Resale ShelfRegistration Statement”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing), and (z) any other equity security of it shall use its commercially reasonable efforts to have the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 Registration Statement declared effective as soon as practicable after the Company is eligible to use Form S-3, filing thereof but no later than the earlier of (i) ninety (90) calendar days (or one hundred-twenty (120) calendar days if the SEC notifies ARYA that it will “review” the Registration Statement) following the Filing Date and (ii) ten (10) Business Days after ARYA is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. ARYA agrees to cause such Registration Statement, or another shelf registration statement that includes the Resale Shelf Shares to be declared sold pursuant to this Subscription Agreement, to remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the fourth anniversary of the Closing, (ii) the date on which the Purchaser or its assignee Investor ceases to hold Registrable Securities covered by such Resale Shelfany Shares issued pursuant to this Subscription Agreement, or (Biii) on the first date on which the Investor is able to sell all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction its Shares issued pursuant to this Subscription Agreement (or limitation (including without volume or manner of sale restrictionsshares received in exchange therefor) under Rule 144 under of the Securities Act within 90 days without limitation as to the amount of such securities that may be sold and without the requirement for ARYA to be in compliance with the current public information required under Rule 144(c)(1144(c)(i) (or Rule 144(i)(2), if applicable). Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the Commission or another regulatory agency; provided, however, that if the Commission requests that the undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity to withdraw from the Registration Statement. The Investor agrees to disclose its ownership to ARYA upon request to assist it in making the determination described above. For as long as the Registration Statement shall remain effective pursuant to this Section 7(a), ARYA will use commercially reasonably efforts to (1) qualify the Shares for listing on the Stock Exchange and (2) update or amend the Registration Statement as necessary to include the Shares. For as long as the Investor holds the Shares, ARYA will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the Investor to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor), as applicable. The Investor acknowledges and agrees that ARYA may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act; provided, that (i) ARYA shall not so suspend the use of a registration statement for a period of more than ninety (90) consecutive days or more than a total of one hundred and eighty (180) calendar days, in each case in any three hundred and sixty (360) day period and (ii) ARYA shall use commercially reasonably efforts to make such registration statement available for the sale by the undersigned of such securities as soon as practicable thereafter. ARYA’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to ARYA such information regarding the Investor, the securities of ARYA held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by ARYA to effect the registration of such Shares, and shall execute such documents in connection with such registration as ARYA may reasonably request that are customary of a selling stockholder in similar situations. b. At its expense, ARYA shall advise the Investor within two (2) Business Days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by ARYA of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon receipt of any written notice from ARYA (which notice shall not contain any material non-public information regarding ARYA) of the happening any event contemplated in clauses (ii) through (v) above during the period that the Registration Statement is effective or if as a result of the occurrence of such event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees that (1) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which ARYA agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by ARYA that it may resume such offers and sales, and (2) it will maintain the confidentiality of any information included in such written notice delivered by ARYA except (A) for disclosure to the Investor’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law or subpoena. ARYA shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (ii) through (v) above, except for such times as ARYA is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, ARYA shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and fifty-one (151) days after the Business Combination ClosingClosing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares including Shares issuable upon exercise of the Finder's Preferred Stock and dividends paid and payable on Form S-3 or any similar short-the Preferred Stock in the form of additional Preferred Stock at the Subscriber's option (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement which may be available at such timeor included for registration in a pending registration statement, or if which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registraxxx Xxxxrities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than ninety (90) days after the Closing Date (the "Filing Date"), and cause to be declared effective within one hundred and fifty (B150) days after the date all Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 124% of the Purchaser’s Shares issuable upon conversion of the Preferred Stock and 100% of the Warrant Shares issuable upon exercise of the Warrants. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each holder of Registrable Securities, and not issued, employed or reserved for anyone other than each such holder. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation (including without volume or manner of sale restrictionsincluded in the registration statement described in this Section 11.1(iv) under Rule 144 under the Securities Act and except as disclosed on SCHEDULE 11.1, without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actwritten consent of Subscriber.

Registration Rights. Within thirty (30a) days after Following the Business Combination Closingtermination of the Merger Agreement, Parent (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to Company (sometimes referred to herein as the "Registrant") request the Registrant to register under the Securities Act all or any part of the Option Shares acquired by the Holder pursuant to this Agreement (such Option Shares, together with any other shares of the Company's capital stock issuable in lieu of or with respect to such Option Shares, the "Registrable Securities") in order to permit the public sale or other disposition of such shares in accordance with the intended method of sale or other disposition stated by the Holder; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding Company Shares and that any rights to require registration hereunder shall use reasonable best efforts (i) terminate with respect to file a registration statement on Form S-3 or any similar short-form registration statement which shares of the Company's capital stock that may be available sold pursuant to Rule 144(k) under the Securities Act or at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale time as all of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including sold in any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) three month period pursuant to Rule 415 144 under the Securities Act; provided . Upon receipt of a Registration Notice, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq Stock Market for the twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within five business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant receives a Registration Notice and does not elect to exercise its option to purchase pursuant to Section 7(a), the Registrant shall use all reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the event Registration Notice; provided, however, that (i) the Company files Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, and provided further, that if the Registrant withdraws a Resale Shelf on Form S-1filed registration statement at the request of the Holder (other than as the result of a material adverse change in the Registrant's business or prospects or the Holder's learning of new material information concerning the Registrant), the Company then such filing shall convert the Form S-1 be deemed to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to cause file any such registration statement or maintain its effectiveness during any period of time (not to exceed 45 days after a Registration Notice in the Resale Shelf case of clause (A) below or 60 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be declared disclosed at such time and such information would have to be disclosed if a registration statement were filed or effective at that time; (B) the Registrant is required under the Securities Act promptly thereafter to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) the Registrant determines, in its good faith, reasonable judgment, that such registration would materially interfere with any financing, acquisition or other material transaction involving the Registrant and (iii) the Registrant will not be required to maintain the effectiveness of any such Resale Shelf registration statement for an aggregate period greater than 180 days. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 shall again be applicable to any proposed registration. The Registrant shall use all reasonable best efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions until the Holder has sold or otherwise disposed of all of the securities subject to the registration statement; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (c) The registration rights set forth in this Section 7 are subject to the condition that the Holder shall provide the Registrant with such information with respect to the Purchaser’s Holder's Registrable Securities until Securities, the earliest plan for distribution thereof, and such other information with respect to the Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder, including the identity of the Holder and the Holder's plan of distribution. (Ad) A registration effected under this Section 7 shall be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant shall use all reasonable best efforts to: (i) provide such Resale Shelfdocumentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings and as an underwriter may reasonably require, (Bii) prepare and file with the date all SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without (iii) furnish to the requirement Holder and to any underwriter of such securities such number of copies of the final prospectus and such other documents as the Holder or underwriters may reasonably request. In connection with any registration which the Holder requests be underwritten, the Holder and the Registrant agree to enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser 10.1 Promptly after the date of this Agreement, including any time after the Business Combination ClosingCompany shall prepare and file with the SEC (the “Filing Date”) a registration statement on Form S-1 (or, and if the Company is then eligible, on Form S-3) (zthe “Registration Statement”) any other equity security covering the resale of all of the Company issued or issuable with respect to Shares purchased hereunder and the securities referred to in clauses (x) and (y) by way resale of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization all the Warrant Shares (collectively, the “Registrable Securities”). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC in a timely manner. 10.2 The Company will promptly prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (a) the date as of which the Subscriber may sell all of the Shares covered by such Registration Statement without restriction pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act or (b) the date on which the Subscriber shall have sold all of the Shares covered by the Registration Statement. For the purpose of this Section 10, the term “Subscriber” means the Subscriber or any transferee or assignee thereof to whom the Subscriber assigns its rights as a holder of Shares under this Agreement and who agrees to become bound by the provisions of this Agreement and any transferee or assignee thereof to whom a transferee or assignee assigns its rights as a holder of Shares under this Agreement and who agrees to become bound by the provisions of this Agreement. 10.3 Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on the Registration Statement due to limitations on the use of Rule 415 under the 1933 Act for the resale of the Registrable Securities by the Subscribers, the Company shall seek to register on the Registration Statement the maximum number of Registrable Securities as is permitted by the SEC, and, subject to this Section, the Company shall continue to use commercially reasonable efforts to register all remaining Registrable Securities as soon as the SEC permits such registration. In such event, the number of shares of Common Stock to be registered for each Subscriber in the Registration Statement shall be reduced pro rata among all Subscribers and the Company shall register as many shares of Common Stock as it is permitted to register, prior to including any shares of Common Stock issuable upon exercise of the Warrants. If the SEC, by written or oral comment or otherwise, limits the Company’s ability to file, or prohibits the filing of a Registration Statement with respect to any or all the Registrable Securities which were not included in the Registration Statement, it shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “best efforts” as set forth above or elsewhere in this Agreement. 10.4 In order to enable the Subscriber to sell the Shares under Rule 144, for a period of two years from the Final Closing Date, use its best efforts to comply with the requirements of Rule 144, including without limitation, use its best efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and to timely file all reports required to be filed by the Company under the Exchange Act. 10.5 Each Subscriber agrees that, upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such Subscriber will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Subscriber’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Each Subscriber covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Registration Rights. Within thirty (30a) Following the termination of the Reorganization Agreement, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the ten trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principle executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 7(a) with respect to all Registrable Securities, the Registrant will use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; PROVIDED, HOWEVER, that the Holder will not be entitled to more than an aggregate of three effective registration statements hereunder. The obligations of Registrant hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 120 calendar days in the aggregate if the Board of Directors of Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of Registrant or any other material transaction involving Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 120 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 will again be applicable to any proposed registration. The Registrant will use all reasonable efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; PROVIDED, HOWEVER, that the Registrant will not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If Registrant effects a registration under the Securities Act of Company Common Stock for its own account or for any other stockholders of Registrant (other than on Form S-3 S-4 or Form S-8, or any similar short-form successor form), it will allow Holder the right to participate in such registration statement which may be available at by selling its Registrable Securities, and such timeparticipation will not affect the obligation of Registrant to effect demand registration statements for Holder under this Section 7; PROVIDED that, or if the managing underwriters of such offering advise Registrant in writing that in their opinion the number of shares of Company is ineligible Common Stock requested to use be included in such Form S-3registration exceeds the number which can be sold in such offering, on Form S-1 Registrant will include the shares requested to be included therein by Holder pro rata with the shares intended to be included therein by Registrant. (including any successor c) The registration statement covering rights set forth in this Section 7 are subject to the resale of condition that the Registrable Securities a “Resale Shelf”) of (x) Holder will provide the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 7 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and eighty (180) days after the Business Combination ClosingInitial Closing Date, but not later than two years after the Initial Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 under the 1933 Act registering the Registrable Securities, as defined in Section 11.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are (A) registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or any similar short-form registration statement transfer pursuant to Rule 144 under the 1933 Act or (D) which may be available at resold under Rule 144(k) or Rule 144 without volume limitations. Upon the receipt of such timerequest, or if the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares that such registration statement is to be filed and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser shall include in such registration statement Registrable Securities for which it has received written requests within ten days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a combination Form SB-2 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within sixty (60) calendar days after the Initial Closing Date (the “Filing Date”), and cause the Registration Statement to be declared effective not later than one hundred and eighty (180) calendar days after the Initial Closing Date (the “Effective Date”). The Company will register not less than a number of sharesshares of common stock in the aforedescribed registration statement that is equal to 175% of the Shares issued and issuable upon conversion of the Notes, recapitalizationand 100% of the Warrant Shares issuable upon exercise of the Warrants issued and issuable on the Initial Closing Date, mergerSecond Closing Date, consolidation or reorganization Purchase Shares, Legal Fee Shares, and Due Diligence Warrant Shares (collectively, collectively the “Registrable Securities”). The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of the Subscribers, no securities of the Company other than the Registrable Securities or the securities described on Schedule 11.1, will be included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers less than all of the Registrable Securities required to be registered as described in this Agreement (“Shortfall”). The Company shall cause to be registered a sufficient amount of shares of Common stock in order to eliminate the Shortfall within 60 days after the date the Shortfall occurs. Failure to eliminate the Shortfall within such 60 day period shall be a Non-Registration Event. Except for Common Stock described on Schedule 11.1, no other securities of the Company will be included in the Registration Statement other than the Registrable Securities. (v) The amount of Registrable Securities required to be included in the Registration Statement as described in Section 11.1(iv) (“Initial Registrable Securities”) shall be limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 under of the 1933 Act but in any event not less than 1,000,000 shares of Common Stock. In the event that less than all of the Initial Registrable Securities Act; provided are included in the event Registration Statement as a result of the limitation described in this Section 11.1(v), then the Company files will file additional Registration Statements each registering the Rule 415 Amount (each such Registration Statement a Resale Shelf “Subsequent Registration Statement”), seriatim, until all of the Initial Registrable Securities have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, fourteen (14) and forty-five (45) days after the first day such Subsequent Registration Statement may be filed without objection by the Commission based on Form S-1Rule 415 of the 1933 Act. The Subscribers agree and acknowledge that notwithstanding anything contained herein to the contrary, the Company shall convert Registration Statement will include for registration on behalf of the Form S-1 Subscribers not fewer than 8,610,600 shares of Common Stock for the Shares issuable upon conversion of the Notes and thereafter may include, at the Company’s discretion, up to a Form S-3 as soon as practicable after 1,000,000 shares of Common Stock on behalf of the Company is eligible to use Form S-3, holders thereof (ii“Other Holders”) to cause described on Schedule 11.1. In the Resale Shelf event for any reason the amount of Common Stock to be declared effective under registered must be reduced, then such reduction must come entirely from the Securities Act promptly thereafter Common Stock being registered on behalf of the Other Holders and not the Subscribers. (iiivi) to maintain the effectiveness Unless otherwise instructed in writing by a holder of such Resale Shelf with respect to the Purchaser’s Registrable Securities until and only if the earliest initial Registration Statement does not include all of the Registrable Securities, the Registrable Securities will be registered on behalf of each such holder in the Registration Statements based in the following order and priority: (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, Purchase Shares and Legal Fee Shares. (B) the date all Conversion Shares issued and issuable upon conversion of the Purchaser’s Notes (based on the multiple set forth above). (C) Warrants Shares and Due Diligence Warrant Shares issued and issuable to the Subscribers with lower exercise priced Warrant Shares being registered first and then the higher exercise priced Warrant Shares. In the case of Warrants with the same exercise prices but different Issue Dates, the Warrants issuable upon later issued Warrants will be registered first. (vii) The foregoing notwithstanding, Registrable Securities covered by shall be allocated and registered pro rata among the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under Subscribers based upon their initial investments in the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActOffering.

Registration Rights. Within thirty (30a) Buyer Pubco shall file within forty-five (45) calendar days after the Business Combination ClosingClosing (the “Filing Deadline”), the Company shall and use commercially reasonable best efforts (i) to file cause to be declared effective as soon as reasonably practicable thereafter, a registration statement on Form S-1 (or, if Buyer Pubco becomes eligible to register the sale of securities on Form S-3 or any similar short-form registration statement which may be available at such timeunder the Securities Act, or if the Company is ineligible to use such then on Form S-3, on Form S-1 ) (including any successor registration statement covering the “Resale Registration Statement”) registering the resale of all of the Registrable Securities a “Resale Shelf”) shares of (x) the Buyer Pubco Class A Common Shares and Warrants issued to the Sellers pursuant to Section 1.03(c) (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) together with any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued in exchange for or issuable with respect to the securities referred to in clauses (x) and (y) any such Buyer Pubco Class A Common Shares by way of a share capitalization stock dividend or share stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (collectivelyor similar transaction, or otherwise, the “Registrable SecuritiesClass A Shares”) pursuant (the “Effectiveness Deadline”); provided, that Buyer Pubco’s obligations to Rule 415 under the Securities Act; provided include a Seller’s Class A Shares in the event the Company files a Resale Shelf on Form S-1Registration Statement are contingent upon such Seller furnishing in writing to Buyer Pubco such information regarding such Seller, the Company securities of Buyer Pubco held by such Seller and the intended method of disposition of the Class A Shares held by such Seller (which shall convert be limited to non-underwritten public offerings) as shall be reasonably requested by Buyer Pubco to effect the Form S-1 to a Form S-3 registration of the Class A Shares held by such Seller, and such Seller shall execute such documents in connection with such registration as soon as practicable after the Company is eligible Buyer Pubco may reasonably request. Buyer Pubco agrees to use Form S-3, (ii) commercially reasonable efforts to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of keep such Resale Shelf with respect Registration Statement, or another shelf registration statement that includes the Class A Shares, to the Purchaser’s Registrable Securities remain effective until the earliest of (Ax) two (2) years following the date of effectiveness of the Resale Registration Statement, (y) the date on which the Purchaser or its assignee ceases Sellers cease to hold Registrable Securities covered by such Resale Shelf, any Class A Shares issued pursuant to Section 1.03(c) and (Bz) the first date on which the Sellers are able to sell all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly their Class A Shares in a 90-day period without restriction or limitation (including without volume or manner of sale restrictions) registration under Rule 144 of the Securities Act or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); provided, that Buyer Pubco shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and without from time to time require the requirement Sellers not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it determines that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i)the negotiation or consummation of a transaction by Buyer Pubco or its Subsidiaries (including Buyer) is pending or another event has occurred, which negotiation, consummation or (ii) other event the board of directors of Buyer Pubco reasonably and in good faith believes, in either case, would require additional disclosure by Buyer Pubco in the Resale Registration Statement of material information that Buyer Pubco has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of Buyer Pubco’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that Buyer Pubco may not delay or suspend the Resale Registration Statement on more than three (3) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred twenty (120) calendar days, in each case during any 12-month period. Upon receipt of written notice from Buyer Pubco (which notice shall not contain any material non-public information regarding Buyer Pubco) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in compliance with Rule 144(c)(1the case of the prospectus, in light of the circumstances under which they were made) not misleading, Parent, on behalf of itself and each Seller, hereby agrees that (i) it and all Sellers will immediately discontinue offers and sales of the Class A Shares under the Securities ActResale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until it and such Sellers receive copies of a supplemental or amended prospectus (which Buyer Pubco agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receive notice that any post-effective amendment has become effective or unless otherwise notified by Buyer Pubco that it and such Sellers may resume such offers and sales, and (ii) it and all Sellers will maintain the confidentiality of any information included in such written notice delivered by Buyer Pubco unless otherwise required by Law or subpoena. If so directed by Buyer Pubco, Parent and each Seller will deliver to Buyer Pubco or, in Parent or such Seller’s sole discretion, destroy all copies of the prospectus covering the Class A Shares in its respective possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Class A Shares shall not apply (A) to the extent Parent or such Seller is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide preexisting document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data backup. Parent and the Sellers shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Class A Shares. Any failure by Buyer Pubco to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve Buyer Pubco of its obligations to file or effect the Resale Registration Statement as set forth in this Section 5.21.

Registration Rights. Within Subject to the completion of the Merger, HAUSA agrees to the following registration provisions. HAUSA shall notify the Registration Rights Holders in writing at least thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) prior to file a filing any registration statement on Form S-3 under the Securities Act for purposes of effecting a public offering of securities of HAUSA (including, but not limited to, registration statements relating to secondary offerings of securities of HAUSA), and will afford the Registration Rights Holders an opportunity to include in such registration statement all or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale part of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired then held by the Purchaser after Registration Rights Holders. Notwithstanding the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyforegoing, the “Registrable Securities”registration rights provided by this Section 3.2 shall not apply to any registration statement (i) pursuant relating to any employee benefit plan or an SEC Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3145 transaction, (ii) filed by HAUSA pursuant to cause those certain Subscription Agreements--Bridge Offering entered into in September 2003 between Xxxxxx and the Resale Shelf to be declared effective under the Securities Act promptly thereafter and purchasers of $400,000 of Xxxxxx’ convertible promissory notes, or (iii) filed by HAUSA pursuant to maintain those certain Subscription Agreements entered into between Xxxxxx and the effectiveness investors who purchased up to $4,010,000 of Xxxxxx’ Units (consisting of shares of Xxxxxx common stock and warrants) in September and October 2003. If a Registration Rights Holder desires to include in any such Resale Shelf registration statement all or any part of the Registrable Securities held by such Registration Rights Holder, it shall, within twenty (20) days after receipt of the above-described notice from HAUSA, so notify HAUSA in writing, and in such notice shall inform HAUSA of the number of Registrable Securities such Registration Rights Holder wishes to include in such registration statement. If a Registration Rights Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by HAUSA, such Registration Rights 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 HAUSA with respect to offerings of its securities, all upon the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act terms and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actconditions set forth herein.

Registration Rights. Within thirty (30) days after the Business Combination ClosingPrior to June 1, 1997, the Acquiror shall enter into with the Company shall use reasonable best efforts or any subsequent holder of the REIT Common Shares (iany such person, a "Rights Holder") to file a registration statement on Form S-3 or any similar short-rights agreement ("Registration Rights Agreement") in form registration statement which may be available at such timeand substance agreeable to the Acquiror and the Rights Holders, or if providing, among other things, for the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable following with respect to the securities referred to REIT Common Shares: (a) In the time periods and with the frequency described in clauses (xSection 4(b) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelybelow, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company Acquiror shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to file and use Form S-3, (ii) its best efforts to cause the Resale Shelf to be declared effective become effective, registration statements under the Securities Act promptly thereafter of 1933, and all necessary qualifications or registrations under the securities laws covering the resale by the Rights Holders of the REIT Common Shares issued to the Rights Holders hereunder (iiieach, a "Registration Statement"). (b) A Registration Statement shall be filed within 60 days after the first anniversary of the issuance of the REIT Common Shares hereunder. (c) The Acquiror shall use its best efforts to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities each Registration Statement until the earliest earlier of (Ai) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date time as all of the Purchaser’s Registrable Securities REIT Common Shares covered thereby have been sold by the Resale Shelf can Rights Holders, and (ii) such time as all of the REIT Common Shares covered thereby may be sold publicly resold by the Rights Holders without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act. (d) During any consecutive three month period, the Rights Holders shall be prohibited, unless the Acquiror shall otherwise consent thereto in writing, from selling more than 25% of the outstanding REIT Common Shares, whether pursuant to a Registration Statement or otherwise, except in an underwritten public offering in which the managing underwriter is one reasonably acceptable to the Acquiror. (e) All expenses of such Registration Statement shall be borne by the Acquiror, other than (i) any underwriting discounts or commissions or transfer taxes, and (ii) the fees and expenses of all separate counsel for the Rights Holders in excess of the reasonable fees and expenses of one separate counsel retained by the Rights Holders to (A) review the Registration Statement as requested by the Acquiror, (B) review or prepare information to be provided at the Acquiror's request, and (C) review documents and instruments to be executed by the Rights Holders at the request of the Acquiror. (i) The Rights Holders shall refrain from the sale of any REIT Common Shares for one or more periods of not more than sixty (60) days following written notice from the Acquiror that the relevant Registration Statement is not then current, due to the existence of material non-public information disclosure of which would materially adversely affect the business interests of the Acquiror, and prior to the Rights Holders' receipt from the Acquiror of written notice that such Registration Statement is again current, provided that the Rights Holders shall not be precluded from effecting sales pursuant to this clause (i) for more than ninety (90) days during any 360-day period. (ii) Following written notice from the Acquiror that it has filed and caused to become effective a registration statement including an offering of common shares for sale by the Acquiror to the public in an underwritten public offering, the Rights Holders shall enter into agreements with the underwriters of such public offering, substantially in the same form and for the same time period as agreements entered into by the officers and directors of the Acquiror, precluding the sale of common shares in the Acquiror by Rights Holders for a period not to exceed one hundred eighty (180) days following such notice, provided that the Rights Holders were given the opportunity to include their REIT Common Shares for sale in such public offering. (g) With respect to a Registration Statement, the following procedures shall apply: (i) The Acquiror will, prior to filing a Registration Statement or prospectus or any amendment or supplement thereto, furnish to the Rights Holders and counsel designated by the Rights Holders, copies of such registration statement or prospectus as proposed to be filed, together with exhibits thereto, which documents will be subject to review by the foregoing, and thereafter furnish to the Rights Holders, such number of copies of such Registration Statement (including each preliminary prospectus) and such other documents as the Rights Holders may reasonably request in order to facilitate the disposition of the REIT Common Shares covered by the Registration Statement. (ii) The Acquiror will use its best efforts to register or qualify the REIT Common Shares under such other securities or blue sky laws of such jurisdictions in the United States as the Rights Holders reasonably request; provided, that the Acquiror will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to taxation in any such jurisdiction, or (C) consent to general service of process in any such jurisdiction. (iii) The Acquiror will immediately notify the Rights Holders at any time when a prospectus included in a Registration Statement is required to be delivered under the Securities Act of 1933, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such REIT Common Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and will promptly make available to the Rights Holders any such supplement or amendment. (iv) The Acquiror will otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. (v) The Acquiror shall promptly notify the Rights Holders (A) when the prospectus or any prospectus supplement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has been declared effective, (B) of any request by the SEC for amendments or supplements to the Registration Statement or the prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (D) of the receipt by the Acquiror of any notification with respect to the suspension of the qualification of the REIT Common Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (vi) The Rights Holders and each officer, director and controlling person of the Rights Holders shall be indemnified by the Acquiror for all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) caused by any untrue or alleged untrue statement or any omission or alleged omission in the then-current prospectus included in a Registration Statement, unless based upon information (if any) furnished to the Acquiror by the Rights Holders expressly for use in a Registration Statement in a writing signed by or on behalf of the Rights Holders. (h) The Acquiror and each officer, director and controlling person of the Acquiror shall be indemnified by the Rights Holders for all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) caused by any untrue or alleged untrue statement or any omission or alleged omission in the then-current prospectus included in a Registration Statement, if based upon information (if any) furnished to the Acquiror by the Rights Holders expressly for use in a Registration Statement in a writing signed by or on behalf of the Rights Holders. (i) The Rights Holders agree to promptly provide information or execute and deliver documents reasonably determined by the Acquiror to be necessary to facilitate the preparation or filing of a Registration Statement.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Shares, the Warrants, and the Warrant Shares. (30i) On one occasion, for the three-year period commencing on the 120th day following the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and the Warrant Shares (collectively, the "Registrable Securities") that are the subject of such request for unrestricted public resale by the holders thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Shares or Warrant Shares that are registered for resale in an effective registration statement or included for registration in a pending registration statement, or that have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other persons who have been granted registration rights by the Company in respect of its securities ("Other Registrable Securities") that such registration statement is to be filed and shall include in such registration statement Other Registrable Securities for which it has received written requests within ten (10) days after the Business Combination Closing, Company gives such written notice. (ii) If the Company shall use reasonable best efforts (i) at any time proposes to file a registration statement register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to Registration Statements on Form S-3 or any similar short-form registration statement which may be available at such timeForms X-0, X-0, or if another form not available for registering the Company is ineligible Registrable Securities for sale to use the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such Form S-3, on Form S-1 time it will give at least fifteen (including any successor registration statement covering 15) days' prior written notice to the resale record holder of the Registrable Securities a “Resale Shelf”of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (xthe "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of Common Stock, the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that number of shares of Registrable Securities to be included in such an underwriting may be acquired reduced by the Purchaser after managing underwriter if and to the date of this Agreement, including any time after extent that the Business Combination Closing, Company and (z) any other equity security the underwriter shall reasonably be of the Company issued or issuable with respect to opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, the Company may withdraw or delay or suffer a delay of any Registration Statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other Registration Statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) Subject to the 1933 Act, the rules and regulations promulgated thereunder by the Commission, and interpretations thereof by the Commission, not later than 120 days after the Closing Date, the Company shall file (Bthe actual date of such filing, the "Actual Filing Date") with the Commission a Registration Statement on Form S-3 or SB-2 or on such other form that it is then eligible to use (the "Registration Statement") and thereafter shall use commercially reasonable efforts to cause the Registration Statement to be declared effective (such date of effectiveness, the "Effective Date"), in order to register the Registrable Securities for resale and distribution under the 1933 Act. The Company will register not less than a number of shares of Common Stock in the aforedescribed Registration Statement that is equal to all of the Purchaser’s Registrable Securities covered Shares and Warrant Shares issued, or issuable, to the Actual Filing Date. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Company as necessary to register additional shares of sale restrictions) under Rule 144 under Common Stock to allow the Securities Act public resale of all Common Stock included in and without issuable by virtue of the requirement to be in compliance with Rule 144(c)(1) under the Securities ActRegistrable Securities.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, commencing ninety one (91) days after the Closing Date, but not later than two years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Conversion Shares issued and issuable upon conversion of the outstanding Preferred Stock and outstanding Warrant Shares, the Company shall prepare and not later than sixty (60) days after such request (“Filing Date”) file, subject to Section 11.1(iv) hereof, , with the Commission a registration statement under the 1933 Act registering the Registrable Securities which are the subject of such request, subject to applicable Commission rules and regulations, for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii) hereof, the definition of Registrable Securities shall not include Securities (A) which are registered for resale in an effective registration statement, (B) which are included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold under Rule 144 without volume limitations but not giving effect to the cashless exercise feature of the Warrants. Upon the receipt of such written request, the Company shall promptly give written notice to all other record holders (as of the date of delivery of such written notice) of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days’ prior written notice to the record holders (as of the date of delivery of such written notice) of the Registrable Securities of its intention so to do. Upon the written request of the holder that is received by the Company within ten (10) days after the giving of any such notice by the Company to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (each, a “Seller” and together, the “Sellers”). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced on a pro rata basis among the record holders so requesting registration by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Unless the Holder notifies the Company in writing that it elects to deem the registration statement filed or to be filed pursuant to this Section 11.1(ii) as a registration statement filed or to be filed pursuant to Section 11.1(ii), the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Sellers. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i) hereof, the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company’s own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a registration statement on Form S-1 (the “Registration Statement”) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within ninety (90) days after the Closing Date or, if more than one Closing, the last Closing Date (the “Filing Date”), and use its commercially reasonable best efforts to cause the Registration Statement to be declared effective not later than one hundred and eighty (180) days after such Closing Date (the “Effective Date”). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 150% of the Conversion Shares issued and issuable upon conversion of Preferred Stock including dividends at the default rate and 100% of the Warrant Shares issuable upon exercise of the Warrants and Bridge Warrants (collectively the “Registrable Securities”). In the event that the Company is required by the Commission to cutback the number of shares being registered in the Registration Statement pursuant to Rule 415, the Company shall reduce the Registrable Securities in the order and priority set forth on Schedule 11.1(iv). The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except as set forth on Schedule 11.1(iv), without the written consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement. It shall be deemed a Non-Registration Event (as defined herein) if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers fewer than 110% of the amount of Common Shares issuable upon full conversion of all sums due under the Preferred Stock and Warrant Shares (the difference between such 110% and the actual amount of shares registered being referred to herein as the “Shortfall”). In such event, the Company shall take all actions necessary to cause at least 150% of the amount of shares of Common Stock issuable upon full conversion of all sums due under the Preferred Stock and 100% of the Warrant Shares to be registered within sixty (60) days after the first day such Shortfall exists. Failure to file the Registration Statement within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 first day such Shortfall first exists or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) failure to cause the Resale Shelf such registration to become effective within sixty (60) days after such Shortfall first exists shall be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Acta Non-Registration Event.

Registration Rights. Within thirty (30a) days after Following the Business Combination Closingtermination of the Merger Agreement, Company (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to Parent (sometimes referred to herein as the "Registrant") request the Registrant to register under the Securities Act all or any part of the Option Shares acquired by the Holder pursuant to this Agreement (such Option Shares, together with any other shares of the Parent's capital stock issuable in lieu of or with respect to such Option Shares, the Company "Registrable Securities") in order to permit the public sale or other disposition of such shares in accordance with the intended method of sale or other disposition stated by the Holder; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding Parent Shares and that any rights to require registration hereunder shall use reasonable best efforts (i) terminate with respect to file a registration statement on Form S-3 or any similar short-form registration statement which shares of the Parent's capital stock that may be available sold pursuant to Rule 144(k) under the Securities Act or at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale time as all of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including sold in any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) three month period pursuant to Rule 415 144 under the Securities Act; provided . Upon receipt of a Registration Notice, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq Stock Market for the twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within five business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant receives a Registration Notice and does not elect to exercise its option to purchase pursuant to Section 7(a), the Registrant shall use all reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the event Registration Notice; provided, however, that (i) the Company files Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, and provided further, that if the Registrant withdraws a Resale Shelf on Form S-1filed registration statement at the request of the Holder (other than as the result of a material adverse change in the Registrant's business or prospects or the Holder's learning of new material information concerning the Registrant), the Company then such filing shall convert the Form S-1 be deemed to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to cause file any such registration statement or maintain its effectiveness during any period of time (not to exceed 45 days after a Registration Notice in the Resale Shelf case of clause (A) below or 60 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be declared disclosed at such time and such information would have to be disclosed if a registration statement were filed or effective at that time; (B) the Registrant is required under the Securities Act promptly thereafter to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) the Registrant determines, in its good faith, reasonable judgment, that such registration would materially interfere with any financing, acquisition or other material transaction involving the Registrant and (iii) the Registrant will not be required to maintain the effectiveness of any such Resale Shelf registration statement for an aggregate period greater than 180 days. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 shall again be applicable to any proposed registration. The Registrant shall use all reasonable best efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions until the Holder has sold or otherwise disposed of all of the securities subject to the registration statement; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (c) The registration rights set forth in this Section 7 are subject to the condition that the Holder shall provide the Registrant with such information with respect to the Purchaser’s Holder's Registrable Securities, the plan for distribution thereof, and such other information with respect to the Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder, including the identity of the Holder and the Holder's plan of distribution. (d) A registration effected under this Section 7 shall be effected at the Registrant's expense, except for underwriting discounts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall use all reasonable best efforts to: (i) provide such documentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings and as an underwriter may reasonably require, (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Securities until Act and (iii) furnish to the earliest Holder and to any underwriter of such securities such number of copies of the final prospectus and such other documents as the Holder or underwriters may reasonably request. In connection with any registration which the Holder requests be underwritten, the Holder and the Registrant agree to enter into an underwriting agreement reasonably acceptable to each such party, in form and substance customary for transactions of this type with the underwriters participating in such offering. (e) Indemnification --------------- (i) The Registrant will indemnify the Holder, each of the Holder's directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities Act, and each underwriter of the Registrant's securities, with respect to any registration, qualification or compliance which has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any action or litigation, commenced or 6 threatened (each, a "Damage Claim"), arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (C) any violation by the Registrant of any rule or regulation promulgated under the Securities Act, the Securities Exchange Act of 1934, as amended, any federal or state securities law or any rule or regulation promulgated under any of them applicable to the Registrant (each matter in clause (A), (B) or (C), a "Violation"), in each case in connection with any such registration, qualification or compliance, and the Registrant will reimburse the Holder and, each of its directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities Act, and each underwriter for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such Damage Claim, provided that the Registrant will not be liable in any such case to the extent that any such Damage Claim arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Registrant by the Holder or director or officer or controlling person or underwriter seeking indemnification, and provided, further, that the indemnity agreement contained in this Section 7(e)(i) shall not apply to amounts paid in settlement of any such Damage Claim if such settlement is effected without the consent of the Registrant, which consent shall not be unreasonably withheld. (ii) The Holder will indemnify the Registrant, each of the Registrant's directors and officers and each underwriter of the Registrant's securities covered by such registration statement and each person who controls the Registrant within the meaning of Section 15 of the Securities Act, against all Damage Claims arising out of or based on any Violation in connection with any such registration, qualification or compliance, and will reimburse the Registrant, such directors, officers or control persons or underwriters for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such Damage Claim, in each case to the extent, but only to the extent, that such Violation occurs in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Registrant by the Holder expressly for use therein, provided that in no event shall any indemnity under this Section 7(e) exceed the gross proceeds of the offering received by the Holder and provided, further that the indemnity agreement contained in this Section 7(e)(ii) shall not apply to amounts paid in settlement of any such Damage Claim if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. (iii) Each party entitled to indemnification under this Section 7(e) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided, further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7(e) unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent (which shall not be unreasonably withheld). (iv) If the indemnification provided for in this Section 7(e) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Damage Claim, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party with respect to such Damage Claim in the proportion that is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions that resulted in such Damage Claim, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In any such case, (A) the date on which Holder will not be required to contribute any amount in excess of the Purchaser or its assignee ceases to hold aggregate public offering price of all such Registrable Securities covered offered and sold by the Holder pursuant to such Resale Shelf, registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the date all meaning of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Section 11(f) of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and eighty (180) days after the Business Combination ClosingInitial Closing Date, but not later than two years after the Initial Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 under the 1933 Act registering the Registrable Securities, as defined in Section 11.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are (A) registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or any similar short-form registration statement transfer pursuant to Rule 144 under the 1933 Act or (D) which may be available at resold under Rule 144(k) or Rule 144 without volume limitations. Upon the receipt of such timerequest, or if the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares that such registration statement is to be filed and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser shall include in such registration statement Registrable Securities for which it has received written requests within ten days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a combination Form SB-2 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within sixty (60) calendar days after the Initial Closing Date (the “Filing Date”), and cause the Registration Statement to be declared effective not later than one hundred and eighty (180) calendar days after the Initial Closing Date (the “Effective Date”). The Company will register not less than a number of sharesshares of common stock in the aforedescribed registration statement that is equal to 175% of the Shares issued and issuable upon conversion of the Notes, recapitalizationand 100% of the Warrant Shares issuable upon exercise of the Warrants issued and issuable on the Initial Closing Date, mergerSecond Closing Date, consolidation or reorganization Purchase Shares, Legal Fee Shares, and Due Diligence Warrant Shares (collectively, collectively the “Registrable Securities”). The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of the Subscribers, no securities of the Company other than the Registrable Securities or the securities described on Schedule 11.1, will be included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers less than all of the Registrable Securities required to be registered as described in this Agreement (“Shortfall”). The Company shall cause to be registered a sufficient amount of shares of Common stock in order to eliminate the Shortfall within 60 days after the date the Shortfall occurs. Failure to eliminate the Shortfall within such 60 day period shall be a Non-Registration Event. Except for Common Stock described on Schedule 11.1, no other securities of the Company will be included in the Registration Statement other than the Registrable Securities. (v) The amount of Registrable Securities required to be included in the Registration Statement as described in Section 11.1(iv) (“Initial Registrable Securities”) shall be limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 under of the 1933 Act but in any event not less than 1,000,000 shares of Common Stock. In the event that less than all of the Initial Registrable Securities Act; provided are included in the event Registration Statement as a result of the limitation described in this Section 11.1(v), then the Company files will file additional Registration Statements each registering the Rule 415 Amount (each such Registration Statement a Resale Shelf “Subsequent Registration Statement”), seriatim, until all of the Initial Registrable Securities have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, fourteen (14) and forty-five (45) days after the first day such Subsequent Registration Statement may be filed without objection by the Commission based on Form S-1Rule 415 of the 1933 Act. The Subscribers agree and acknowledge that notwithstanding anything contained herein to the contrary, the Company shall convert Registration Statement will include for registration on behalf of the Form S-1 Subscribers not fewer than 8,610,600 shares of Common Stock for the Shares issuable upon conversion of the Notes and thereafter may include, at the Company’s discretion, up to a Form S-3 as soon as practicable after 1,000,000 shares of Common Stock on behalf of the Company is eligible to use Form S-3, holders thereof (ii“Other Holders”) to cause described on Schedule 11.1. In the Resale Shelf event for any reason the amount of Common Stock to be declared effective under registered must be reduced, then such reduction must come entirely from the Securities Act promptly thereafter Common Stock being registered on behalf of the Other Holders and not the Subscribers. (iiivi) to maintain the effectiveness Unless otherwise instructed in writing by a holder of such Resale Shelf with respect to the Purchaser’s Registrable Securities until and only if the earliest initial Registration Statement does not include all of the Registrable Securities, the Registrable Securities will be registered on behalf of each such holder in the Registration Statements based in the following order and priority: (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, Purchase Shares and Legal Fee Shares. (B) the date all Conversion Shares issued and issuable upon conversion of the Purchaser’s Notes (based on the multiple set forth above). (C) Warrants Shares and Due Diligence Warrant Shares issued and issuable to the Subscribers with lower exercise priced Warrant Shares being registered first and then the higher exercise priced Warrant Shares. In the case of Warrants with the same exercise prices but different Issue Dates, the Warrants issuable upon later issued Warrants will be registered first. (vii) The foregoing notwithstanding, Registrable Securities covered by shall be allocated and registered pro rata among the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under Subscribers based upon their initial investments in the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActOffering.

Registration Rights. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) If Atlas at any time proposes to file a registration statement to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Form S-3 Forms X-0, X-0 or any similar short-another form not available for registering the Shares (“Registrable Securities”), provided the Registrable Securities are not otherwise registered for resale by the Seller pursuant to an effective registration statement which or may be available sold pursuant to Rule 144 promulgated under the Securities Act in which case they shall be deemed to no longer be Registrable Securities, each such time Atlas will give at such time, or if least fifteen (15) days' prior written notice to the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by Atlas within ten (10) days after the giving of any such notice by Atlas, to register any of the Registrable Securities not previously registered as permitted by the Securities and Exchange Commission for an offering to be made on a continuous basis pursuant to Rule 415, Atlas will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by Atlas, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Resale ShelfHolder” or “Holders”) ). In the event that any registration pursuant to this Section 6.11 shall be, in whole or in part, an underwritten public offering of (x) common stock of Atlas, the Class A Shares number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and Warrants (to the extent that Atlas and underlying Class A Shares) comprising the Forward Purchase Securitiesunderwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by Atlas therein; provided, (y) however, that Atlas shall notify the Holder in writing of any other Class A Shares such reduction and reasons therefor. Notwithstanding the foregoing provisions, Atlas may withdraw or delay or suffer a delay of any registration statement referred to in this Section 6.11 without thereby incurring any liability to the Holder due to such withdrawal or delay. Notwithstanding anything to the contrary herein, in the event that the Securities and Exchange Commission limits the amount of Registrable Securities that may be acquired sold by the Purchaser after the date selling security holders in a particular Registration Statement, Atlas may scale back (i.e. remove) from such registration statement such number of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until on behalf of all selling security holders who have exercised similar registration rights on a pro-rata basis based on the earliest total number of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered held by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actselling security holder.

Registration Rights. Within thirty (30) days after the Business Combination Closing, a. If the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available receive, at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closingfirst anniversary of the Closing Date (as herein defined), a written request(s) (“Registration Notice”) from Investors who, in the aggregate, hold not less than sixty-seven percent (67%) of the Common Shares sold in the Offering, the Company will prepare and file with the Securities and Exchange Commission (zthe “SEC”) any within ninety (90) calendar days after the delivery to the Company of the last Registration Notice(s) meeting the 67% (sixty-seven percent) requirement, a registration statement (on Form X-0, XX-0, XX-0, X-0, or other equity security appropriate registration statement form reasonably acceptable to the Investor) under the 1933 Act (the “Registration Statement”) to be declared or allowed to become effective within two hundred ten (210) calendar days after the delivery of the last Registration Notice, at the sole expense of the Company issued or issuable with (except as specifically provided in Section 1c hereof), in respect of the Investors, so as to permit a public offering and resale of the securities referred to in clauses (x) Common Shares and (y) by way Common Shares acquirable upon exercise of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization the Warrants (collectively, the “Registrable Securities”) in the United States under the 1933 Act by the Investor as a selling stockholder and not as an underwriter. The Company shall use its best efforts to cause such Registration Statement to become effective within five (5) calendar days of the SEC clearance to request acceleration of effectiveness. The Company will notify the Investor of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days (days in which the OTCBB is open for quotation) (each, a “Trading Day”). No Registration Notice shall be delivered prior to one year after the Closing Date. The "Closing Date" shall be defined as the date upon which the Company accepts a subscription agreement from an investor for the purchase of the final Units available for sale in the Offering or the date upon which the Company terminates the Offering, if such termination occurs before the last Units are sold. b. The Company will maintain the Registration Statement or post-effective amendment(s) effective under the 1933 Act until the earlier of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement, (ii) the Investor receives an opinion of counsel to the Company, which opinion and counsel shall be reasonably acceptable to the Investor, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iii) all Registrable Securities, (or all Common Shares and Warrants, in the case of Warrants not then exercised) have been otherwise transferred to persons who may trade the Registrable Securities without restriction under the 1933 Act, and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend, (iv) all Registrable Securities may be sold without any time, volume or manner limitations pursuant to Rule 415 144(k) or any similar provision then in effect under the Securities Act; provided 1933 Act in the event opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investor, (v) the Company files obtains the written consent of the Investor, or (vi) two (2) years from the Effective Date (the “Effectiveness Period”). c. All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement and in complying with applicable securities and “blue sky” laws (including, without limitation, all attorneys' fees of the Company, registration, qualification, notification and filing fees, printing expenses, escrow fees, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration) shall be borne by the Company. The Investor shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Registrable Securities being registered and the fees and expenses of its counsel. The Investor and its counsel shall have a Resale Shelf on Form S-1reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC. The Company shall qualify any of the Registrable Securities for sale in such states as the Investor reasonably designates. However, the Company shall convert not be required to qualify in any state which will require an escrow or other restriction relating to the Form S-1 Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Investor with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Investor. d. Prior to the effectiveness of the Registration Statement filed pursuant to Section 1(a) of this Registration Rights Declaration, the rights to cause the Company to register Registrable Securities granted to the Investor by the Company under this Registration Rights Declaration may be assigned in full by an Investor in connection with a transfer by such Investor of not less than 500,000 Common Shares or not less than 125,000 Warrants, in either case in a single transaction to a Form S-3 single transferee purchasing as soon as practicable after the Company principal, provided, however, that (i) such transfer is eligible to use Form S-3, otherwise effected in accordance with applicable securities laws; (ii) such Investor gives prior written notice to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter Company; and (iii) such transferee agrees to maintain comply with the effectiveness terms and provisions of this Agreement, and such Resale Shelf transfer is otherwise in compliance with this Agreement. e. If at any time or from time to time after the Effective Date, the Company notifies the Investor in writing of the existence of a Potential Material Event (as defined in Section 1(f) below), the Investor shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities, from the time of the giving of notice with respect to the Purchaser’s Registrable Securities a Potential Material Event until the earliest of Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (A) the "blackout period"). If a Potential Material Event shall occur prior to the date on which a Registration Statement is required to be filed, then the Purchaser or its assignee ceases Company’s obligation to hold Registrable Securities covered by file such Resale ShelfRegistration Statement shall be delayed without penalty for not more than thirty (30) calendar days. The Company must, if lawful, give the Investor notice in writing at least two (B2) Trading Days prior to the date all first day of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actblackout period.

Registration Rights. Within thirty 9.1 Following the earlier to occur of eighteen (3018) days months following the IPO or the date on which Quantum Energy Partners II, LP holds less than fifty percent (50%) of the number of Units held by it immediately following the IPO (the "Registration Rights Effective Date"), the Employee will have the registration rights set forth in Section 9.2. 9.2 If at any time after the Business Combination Closing, the Company shall use reasonable best efforts (i) Registration Rights Effective Date Linn Energy proposes to file a registration statement on Form S-3 (including a shelf registration statement) for the sale of Units to the public for its own account or for the account of any Unitholder, then the Employee will be entitled to request inclusion of all Units held by him that have not been issued pursuant to an effective registration statement ("Registrable Securities") in accordance with and subject to terms and provisions substantially identical to the piggyback registration rights of the Class Q Members in Article 6 of the Stakeholders' Agreement dated as of June 2, 2005, by and among Linn Energy, Quantum Energy Partners II, LP, Xxxxx Partners I, L.P., Kings Highway Investment, LLC, Wauwinet Energy Partners, LLC, the Employee, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx. Notwithstanding the foregoing, in the event of a reduction in the number of Units eligible to be included in an underwritten offering as provided in Section 6.4(b) of the Stakeholders' Agreement, the Employee acknowledges and agrees that any Units he requests be included in such an offering will be reduced or eliminated first before any reduction in Units is made as provided in Section 6.4(b) of the Stakeholders' Agreement. 9.3 Any Registrable Security held by the Employee will cease to be a Registrable Security hereunder when (i) a registration statement covering such Registrable Security has been declared effective by the United States Securities and Exchange Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (ii) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to provision then in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective force under the Securities Act promptly thereafter of 1933, as amended, and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all rules and regulations of the Purchaser’s SEC promulgated thereunder); or (c) such Registrable Securities covered Security is held by the Resale Shelf can be sold publicly without restriction Linn Energy or limitation (including without volume or manner one of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actits subsidiaries.

Registration Rights. Within thirty The holders of the Notes and Warrants shall have “piggy-back” registration rights, as follows: (30i) Whenever the Company proposes to register any of its securities under the 1933 Act in connection with a public offering of such securities for cash pursuant to Rule 415 under the 1933 Act (other than a registration relating solely to the sale of securities to participants in a stock incentive plan of the Company, in their capacity as such) and the registration form to be used may be used for the registration of Registrable Securities (as defined below) (a “Piggyback Registration”), the Company will give prompt written notice, which notice shall describe the offering contemplated thereby, to all holders of the Securities of its intention to effect such a registration and will include in such registration all Registrable Securities held by any holders of the Securities with respect to which the Company has received written requests for inclusion within ten (10) days after the Business Combination Closingdelivery of the Company’s notice, all on the Company shall use reasonable best efforts terms applicable to other holders of securities included in such Piggyback Registration. For purposes hereof, “Registrable Securities” means (iA) to file a registration statement on Form S-3 the Conversion Shares issued or any similar short-form registration statement which may be available at such time, or if issuable upon conversion of the Company is ineligible to use such Form S-3, on Form S-1 Notes (including any successor registration statement covering principal thereof or interest thereon), (B) the resale Warrant Shares issued or issuable upon exercise of the Registrable Securities a “Resale Shelf”) of Warrants and (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (yC) any other Class A Shares that may be acquired by the Purchaser after the date shares of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company capital stock issued or issuable with respect to the securities referred to in clauses (x) Conversion Shares, the Notes, the Warrant Shares and (y) by way the Warrants as a result of a share capitalization or share split or in connection with a combination of sharesany stock split, stock dividend, recapitalization, mergerexchange or similar event or otherwise, consolidation without regard to any limitations on conversions of Notes or reorganization (collectivelyexercises of Warrants; provided, the “however, that any such Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf cease to be declared effective under the Registrable Securities Act promptly thereafter and when (iiiI) to maintain the effectiveness of such Resale Shelf a registration statement with respect to the Purchaser’s Registrable Securities until sale of such securities becomes effective under the earliest 1933 Act and such securities are disposed of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by in accordance with such Resale Shelfregistration statement, (BII) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be such securities are sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under in accordance with Rule 144 under the Securities Act and or (III) such securities become transferable without the requirement to be any restrictions in compliance accordance with Rule 144(c)(1144(k) under the Securities Act(or any successor provision).

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing 91 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the Notes, Finder's Shares, and Warrant Shares, shall prepare and file with the Commission a registration statement under the 1933 Act covering the Shares, Finder's Shares and Warrant Shares (collectively "Registrable Securities") which are the subject of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least 15 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination ClosingClosing Date (the "Filing Date"), and cause to be declared effective within one hundred and twenty (120) days after the Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 200% of the Shares issuable upon conversion of the Notes (using the Conversion Price on the Closing Date or the trading day immediately preceding the filing date of the Registration Statement, or any amendment thereto, whichever results in the greatest number of registrable Shares), all the Warrant Shares issuable upon exercise of the Warrants and Finder's Shares issued on the Closing Date and issuable upon exercise of the B Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber, and not issued, employed or reserved for anyone other than each Subscriber. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company shall use reasonable best efforts (i) as necessary to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if register additional shares of Common Stock to allow the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 11.1(iv) except as disclosed on Schedule 11.1, without the written consent of Subscriber. In the event the registration statement described in Section 11.1(iv) is declared effective within thirty (30) days of the Effective Date, then Liquidated Damages will not be payable for the thirty day period commencing on the Effective Date. It shall be deemed a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including Non-Registration Event if at any time after the Business Combination Closing, and (z) any other equity security Effective Date the Company has registered for unrestricted resale on behalf of the Company issued or Subscriber fewer than 125% of the amount of Common Shares issuable with respect to the securities referred to in clauses (x) and (y) by way upon full conversion of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 all sums due under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActNote.

Registration Rights. Within thirty a. In the event that the Exchanged Shares are not registered in connection with the consummation of the Transaction, SPAC agrees that, within forty-five (3045) calendar days after the Business Combination Initial Closing, it will file with the Company shall use reasonable best efforts SEC (iat its sole cost and expense) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering registering the resale of the Registrable Securities a Exchanged Shares (the “Resale ShelfRegistration Statement”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing), and (z) any other equity security of it shall use its commercially reasonable efforts to have the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 Registration Statement declared effective as soon as practicable after the Company is eligible to use Form S-3, (ii) filing thereof. SPAC agrees to cause such Registration Statement, or another shelf registration statement that includes the Resale Shelf Exchanged Shares to be declared sold pursuant to this Subscription Agreement, to remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the second anniversary of the Initial Closing, (ii) the date on which the Purchaser or its assignee Investor ceases to hold Registrable Securities covered by such Resale Shelfany Combined Units issued pursuant to this Subscription Agreement, or (Biii) on the first date on which the Investor is able to sell all of its Combined Units (or the Purchaser’s Registrable Exchanged Shares issuable in respect thereof) issued pursuant to this Subscription Agreement under Rule 144 promulgated under the Securities covered by Act (“Rule 144”) within 90 days without the Resale Shelf can be sold publicly without restriction or limitation (including without public information, volume or manner of sale restrictions) under limitations of such rule. The Investor agrees to disclose its ownership to SPAC upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Exchanged Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents SPAC from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Exchanged Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Exchanged Shares which is equal to the maximum number of Exchanged Shares as is permitted by the SEC. In such event, the number of Exchanged Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. SPAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after SPAC becomes eligible to use such Form S-3. The Investor acknowledges and agrees that SPAC may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of SPAC or would require premature disclosure of information that would adversely affect SPAC that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (I) SPAC shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-fifty (150) calendar days in any three hundred sixty (360) day period and (II) SPAC shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. If so directed by SPAC, the Investor will destroy all copies of the prospectus covering the Exchanged Shares in the Investor’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Exchanged Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. SPAC’s obligations to include the Exchanged Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to SPAC such information regarding the Investor, the securities of SPAC held by the Investor and the intended method of disposition of such Exchanged Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by SPAC to effect the registration of such Exchanged Shares, and shall execute such documents in connection with such registration as SPAC may reasonably request that are customary of a selling shareholder in similar situations. b. From and after the Closing, SPAC agrees to indemnify and hold Investor, each person, if any, who controls Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Investor within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Investor effects or executes the resale of any Exchanged Shares (collectively, the “Investor Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Investor Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Exchanged Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to SPAC by Investor for use therein. Notwithstanding the forgoing, SPAC’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of SPAC (which consent shall not be unreasonably withheld, delayed or conditioned). Nothing herein shall be read to permit any sale or transfer by Investor of any Exchanged Shares (or Combined Units) at any time during which sale or transfer is not otherwise permitted under the terms of the Charter and/or the OpCo A&R LLC Agreement. c. From and after the Closing, Investor agrees to, severally and not jointly with any Other Investor or any other selling shareholders using the applicable registration statement, indemnify and hold SPAC, and the officers, employees, directors, partners, members, attorneys and agents of SPAC, each person, if any, who controls SPAC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of SPAC within the meaning of Rule 405 under the Securities Act (collectively, the “SPAC Indemnified Parties”), harmless against any and all Losses incurred by the SPAC Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Exchanged Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to SPAC by Investor expressly for use therein. Notwithstanding the forgoing, Investor’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the requirement prior written consent of Investor (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the liability of the Investor shall be (x) in proportion to be in compliance with Rule 144(c)(1the Investor’s Subscription Amount compared to the aggregate of all subscription amounts paid pursuant to the Subscription Agreements and (y) under limited to the Securities ActInvestor’s Subscription Amount.

Registration Rights. Within 17.1. No later than 90 days following the Event of Termination, the Company shall prepare and file, at its sole cost and expense, a Registration Statement registering for sale under the Securities Act of 1933, as amended (the "Registration Statement" and "Securities Act," respectively), all shares of the Company's Common Stock owned by Employee on the date of termination and all shares of Common Stock of the Company issuable upon exercise of any options, warrants or other convertible securities beneficially-owned by Employee on the date of termination. In connection with such registration, the Company shall (i) cause such registration to be declared effective by the Securities and Exchange Commission within 120 days of the date of termination, (ii) maintain the effectiveness of such registration for a minimum period of 180 days and (iii) shall qualify the sale of all securities owned by the Employee or purchasable upon exercise of outstanding derivatives owned by Employee in such states an under such Blue Sky regulations as Employee may reasonably request. 17.2. In the event the Company should default in any of its obligations contained in this Section 17.0, and such default remains uncured after thirty (30) days' written notice of such default from Employee, Employee shall have the right and option to "put" to the Company and compel the Company to purchase within thirty (30) days after of demand all shares of Company Common Stock owned by Employee and all options, warrants and other securities convertible into or exercisable to purchase additional shares of Common Stock owned by Employee on the Business Combination Closingdate of termination. In the event Employee exercises this put option, the Company shall use reasonable best efforts (i) pay to file a registration statement Employee the fair market value of such securities on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of termination. For the purposes of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security fair market value of derivative securities shall be deemed to be the difference between the fair market value of the Company issued underlying shares of Common Stock and the exercise price or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness conversion value of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actderivative.

Registration Rights. Within thirty (30a) days after Subject to the Business Combination Closingprovisions of ------------------- this Agreement, not later than the Company shall use reasonable best efforts first to occur of (i) twelve (12) months after the final closing date of an initial public offering of the Common Stock of CTI to the general public covered by a registration statement under the Securities Act (the "IPO Closing Date"), (ii) September 30, 1998 and (iii) ---------------- concurrently with the registration of any Conversion Shares into which the Series A Preferred is convertible, CTI shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities pursuant to one or more registration statements which may be required from time to time hereunder to effect the registration of all Registrable Securities; provided, -------- however, that a Holder may inform CTI in writing that it wishes to exclude all ------- or a portion of its Registrable Securities from such registration. (b) Subject to the provisions of this Agreement (including but not limited to Sections 7.02(c) and (d)), but without limitation of CTI's obligation under 7.02(a) above, each time subsequent to the twelfth (12th) month after the IPO Closing Date that CTI shall determine to file a registration statement under the Securities Act (other than pursuant to Section 7.02(a) or (b) hereof and other than on Form S-3 X-0, X-0, or any similar short-form a registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 covering solely any employee benefit plan) in connection with the proposed offer and sale for money of any of its securities either for its own account, or on behalf of any other security holder, CTI agrees to give written notice of its determination to all Holders of Registrable Securities. Upon the written request of a Holder of any shares of Registrable Securities given within twenty (including any successor 20) days after the receipt of such written notice from CTI, CTI agrees to cause all such Registrable Securities, the Holders of which have so requested registration hereof, to be included in such registration statement covering and to use its best efforts to cause such registration statement to become effective under the resale Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (c) If the registration of which CTI gives written notice pursuant to Section 7.02(b) is for a “Resale Shelf”public offering involving an underwriting, CTI agrees to so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to Section 7.02(b) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (xtogether with CTI and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by CTI. (d) Notwithstanding any other provision of this Section 7.02, if the managing underwriter referred to in Section 7.02(c) advises CTI and the Holders of the Registrable Securities requesting participation in such registration in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under Section 7.02(b) exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the Class A Shares and Warrants number of shares of Registrable Securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (and underlying Class A Shares) comprising provided, that in no event -------- shall the Forward Purchase Securities, (y) number of shares to be issued or sold by CTI or any other Class A Shares that may be acquired by the Purchaser after security holder of CTI participating in such offering pursuant to demand or "piggyback" registration rights entered into prior to the date of this Agreementhereof be reduced, including any time after which shares shall have priority over the Business Combination ClosingRegistrable Securities), and (zii) such reduced number of shares shall be allocated among all participating Holders of Registrable Securities sought to be included in such underwriting in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement, provided that any such exclusion or "cut back" of the Registrable -------- Securities sought to be included in such underwriting shall be made pro rata based on the proportion of the Registrable Securities requested to be included to the total shares of stock to be included in the registration (excluding shares to be issued or sold directly by CTI or any other equity security holder of the Company issued CTI participating in such offering pursuant to demand or issuable with respect "piggyback" registration rights entered into prior to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, date hereof which grant such holders priority over the “Registrable Registerable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act).

Registration Rights. Within thirty (30) days after The Company hereby agrees that the Business Combination ClosingHolder shall be entitled, with respect to all shares of Common Stock issuable upon exercise of this Warrant or conversion of the Warrant Shares issued upon the exercise of this Warrant, to the registration rights set forth in the Registration Rights Agreement, in the form included in the Memorandum, as may be amended or supplemented from time to time, the terms of which are hereby incorporated by this reference, with the same force and effect as if specifically set forth herein. In addition, in the event that the Company has failed or expects to fail to register the shares of Common Stock underlying this Warrant by the Expiration Date, then the Expiration Date shall use reasonable best efforts (i) be automatically extended until delivery by the Company to file the Warrant holder of a registration statement on Form S-3 or any similar short-form registration statement Notice of Warrant Extension, which notice may be available delivered at any time on or after December 31, 2008, indicating the Company’s election to extend the Expiration Date until: (a) 365 days following the date of such timeNotice of Warrant Extension, or if at the Company is ineligible to use date of such Form S-3, on Form S-1 (including any successor notice an effective registration statement covering the resale of the Registrable Securities a “Resale Shelf”shares of Common Stock issuable upon exercise of this Warrant is in effect; or (b) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after until 365 days following the date of this Agreementsuch Notice of Warrant Extension, including any time after if the Business Combination ClosingCompany states in the notice that it has elected to add the following cashless exercise provision to the Warrant, and (z) any other equity security irrespective of whether the shares of Common Stock issuable upon exercise of the Company issued Warrant are registered or issuable with respect are anticipated to be registered: (a) Upon execution of the securities referred cashless exercise of the shares subject to in clauses this Warrant (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable SecuritiesConverted Warrant Shares”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1), the Company shall convert deliver to the Form S-1 Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares computed using the following formula: Where: X = the number of shares of Warrant Shares to be delivered to the Holder; Y = the number of Converted Warrant Shares; A = the fair market value of one Warrant Share on the Conversion Date (as defined below); and B = the Exercise Price (as adjusted to the Conversion Date). (b) No fractional shares shall be issuable upon cashless exercise of the Warrant, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a Form S-3 as soon as practicable after whole number, the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect shall pay to the Purchaser’s Registrable Securities until Holder an amount in cash equal to the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all fair market value of the Purchaser’s Registrable Securities covered by resulting fractional share on the Resale Shelf can be sold publicly without restriction or limitation Conversion Date (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actas defined below).

Registration Rights. Within thirty Rho shall be entitled to registration rights in respect of the Note Conversion Securities and the Warrant Conversion Securities issuable upon exercise of the Rho Warrant, and, to the extent Rho exercises its rights under this Section 1.5 by providing a Notice (30) days after as defined below), Prentice shall be entitled to simultaneous “piggy-back” shelf registration rights in respect of the Business Combination ClosingWarrant Conversion Securities issuable upon exercise of the Prentice Warrant, in each case, consistent with the registration rights granted pursuant to the Amended and Restated Registration Rights Agreement, dated as of September 7, 2011 (the “2011 Agreement”), by and among the Company and the other parties thereto, applied mutatis mutandis, including, without limitation, the Company shall Company’s obligation to use its commercially reasonable best efforts to effect the registration contemplated by Section 2.2.1 of the 2011 Agreement; provided, however, that (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 Filing Deadline (including any successor registration statement covering as defined in the resale of the Registrable Securities a “Resale Shelf”2011 Agreement) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the Company’s obligation to prepare and file a shelf registration statement covering such securities referred shall be a date 60 days following the date of the Company’s receipt of written notice (the “Notice”) from Rho requesting the registration of such securities (or 90 days following the date of the Company’s receipt of the Notice if the Company determines that such longer period is reasonably necessary to in clauses (xavoid filing a shelf registration statement including or incorporating by reference financial statements that do not comply with the requirements of Rule 3-12 of Regulation S-X, as amended, or any successor rule) and (yii) by way the 180-day Required Effectiveness Deadline (as defined in the 2011 Agreement) shall also commence on the first day following the Company’s receipt of a share capitalization or share split the Notice; and provided, further, however, that, notwithstanding anything to the contrary contained herein or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelythe 2011 Agreement, the “Registrable Securities”) pursuant to Rule 415 under provisions of Section 2.2.4 and Section 2.2.5 of the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company 2011 Agreement shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect inapplicable to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all registration of the Purchaser’s Registrable shares of Common Stock or Subsequent Round Securities covered issuable upon conversion of Notes contemplated by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Section 1.5.

Registration Rights. Within thirty (30a) Following the termination of the Merger Agreement, MCS (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to NetIQ (the "Registrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "Registrable Securities") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "Option Price" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 7(a) with respect to all Registrable Securities, the Registrant will use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; provided, however, that the Holder will not be entitled to more -------- ------- than an aggregate of three (3) effective registration statements hereunder. The obligations of Registrant hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of Registrant or any other material transaction involving Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 90 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 will again be applicable to any proposed registration. The Registrant will use all reasonable efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; provided, however, that the -------- ------- Registrant will not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If Registrant effects a registration under the Securities Act of NetIQ Common Stock for its own account or for any other stockholders of Registrant (other than on Form S-3 S-4 or Form S-8, or any similar short-form successor form), it will allow Holder the right to participate in such registration statement which may be available at by selling its Registrable Securities, and such timeparticipation will not affect the obligation of Registrant to effect demand registration statements for Holder under this Section 7; provided that, or if the Company is ineligible -------- managing underwriters of such offering advise Registrant in writing that in their opinion the number of shares of NetIQ Common Stock requested to use be included in such Form S-3registration exceeds the number which can be sold in such offering, on Form S-1 Registrant will include the shares requested to be included therein by Holder pro rata with the shares intended to be included therein by Registrant. (including any successor c) The registration statement covering rights set forth in this Section 7 are subject to the resale of condition that the Registrable Securities a “Resale Shelf”) of (x) Holder will provide the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 7 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within (a) Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a registration on Form S-8 or any successor or similar forms), whether or not for sale for its own account, the Company will give prompt written notice (but in no event less than thirty (30) days before the anticipated filing date) to the Lender, and such notice shall describe the proposed registration and distribution and offer to Lender that the Company will include in such registration the number of Shares as the Lender may request. The Company will include in such registration all Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the Business Combination ClosingLender's receipt of the Company's notice. All registration expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 7.12 shall be borne by the Company. Notwithstanding the foregoing, the Lender shall have no registration rights pursuant to this Section 7.12 after the three year anniversary of this Agreement. (b) The Company will indemnify Lender and its agents, other representatives, legal counsel, and accountants (each, a "Company Indemnified Party"), with respect to which registration, qualification, or compliance has been effected pursuant to this Section 7.12, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) caused by (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus prepared in connection with any registration statement pursuant to this Section 7.12 (and as amended or supplemented if the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 have furnished any amendments thereof or supplements thereto), any preliminary prospectus or any similar short-form registration state securities law filings; (2) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such expenses, claims, losses, damages, and liabilities are caused by any untrue statement which may be available at such time, or if omission contained in information furnished in writing to the Company is ineligible to by Lender expressly for use therein; and Lender by its acceptance hereof agree that it will indemnify and hold harmless the Company, each of its officers who signs such Form S-3registration statement, on Form S-1 (including any successor registration statement covering and each person, if any, who controls the resale Company, within the meaning of Section 15 of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase SecuritiesAct, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred losses, claims, damages, or liabilities which are caused by any untrue statement or alleged untrue statement, omission or alleged omission contained in information furnished in writing to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to by Lender expressly for use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Acttherein.

Registration Rights. Within thirty (30a) If, at any time after February 1, 2019 where the Holder is not (upon reasonable advice of counsel) entitled to sell Shares obtained pursuant to this Warrant under Rule 144(b)(1) as a non-affiliate, the Holder will have the right to demand up to two (2) public registrations covering such Shares. Following a written request from the Holder, the Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than sixty (60) days after such request) the Business Combination Closingregistration of such Person’s interest in the Warrant and/or Shares whose holders request participation in such registration under the Securities Act. The Company may not include any other securities in any registration effected pursuant to this Section 5.12(a) (other than additional Shares obtained through the Warrant or under warrants issued to the Holder or its affiliates) without the prior written consent of the Holder. Notwithstanding the foregoing, to the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if extent that the Company is ineligible not eligible to use such register shares on a Form S-3, on Form S-1 (including any successor registration statement covering S-3 at a given time then the resale obligations of the Registrable Securities a “Resale Shelf”Company to file new registration statements for the Holder under this Section 5.12(a) of shall be suspended; provided that (x) the Class A Shares Company agrees to promptly comply with this Section 5.12(a) following any correction of matters leading to such S-3 ineligibility and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares to the extent that may be acquired by the Purchaser after Company grants registration rights following the date of this AgreementWarrant to any person or entity that does not have similar suspension of obligations or otherwise grants more favorable rights, including then the Holder shall be deemed to get the benefit of such more favorable rights and the suspension of obligations set forth in this sentence shall not apply. For the avoidance of doubt, in no event will a registration effected pursuant to this Section 5.12(a) be an underwritten public offering. (b) If, at any time after and from time to time, the Business Combination ClosingCompany proposes to register any of its shares of Common Stock under the Securities Act in connection with an underwritten public offering of such shares of Common Stock, and (z) any other equity security then the Company will promptly give notice to the Holder of its intention to do so. Upon the request of the Holder received within ten (10) days after receipt of any such notice from the Company, the Company issued will cause the Holder’s interest in the Shares to be registered under the Securities Act and registered or issuable qualified, as the case may be, under any state securities laws; provided, however, that the obligation to give such notice and to cause such registration shall not apply to any registration (a) on Form S-8 (or any successor form), (b) of solely a dividend reinvestment plan or (c) for the sole purpose of offering registered securities to another Person in connection with respect to the securities referred to in clauses (x) and (y) by way acquisition of a share capitalization assets or share split capital stock of such Person or in connection with a combination of shares, recapitalization, merger, consolidation consolidation, combination or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event similar transaction with such Person. In connection with any underwritten offering of securities on behalf of the Company files a Resale Shelf on Form S-1or any other holders of the Company’s capital stock, the Company is not required to include any interest in the Warrant or Shares held by the Holder unless the Holder agrees to the reasonable and customary terms of the underwriting; provided, however, that the total indemnification or other liability of the Holder thereunder shall convert be limited to the Form S-1 aggregate net cash proceeds received by the Holder from the sale of the Holder’s interest in the Shares in such offering. The Company will include in any registration effected pursuant to a Form S-3 as soon as practicable after this Section 5.12(b) (i) first, securities offered to be sold by the Company and by any holder of demand registration rights that is eligible to use Form S-3exercising such rights in connection with such registration, (ii) to cause second, any interest in the Resale Shelf to be declared effective Shares of the Holder requesting piggyback registration rights hereunder, in each case pro rata based on the number of Shares issued or issuable under the Securities Act promptly thereafter Warrant thereby (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering), and (iii) third, any other securities requested to maintain be included in such registration (in such quantity as will not, in the effectiveness written opinion of such Resale Shelf the underwriters, jeopardize the success of the offering). (c) The Company will pay all Registration Expenses in connection with respect all registrations (which, for purposes of this Section 5.12, shall include any qualifications, notifications and exemptions) under this Section 5.12. “Registration Expenses” means all expenses incident to the PurchaserCompany’s Registrable Securities until the earliest performance of or compliance with Section 5.12, including, without limitation, all registration and filing fees (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all including fees of the PurchaserSEC a national stock exchange or national securities market), all fees and expenses of complying with state securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “cold comfort” letters in underwritten offerings required by or incident to such performance and compliance, the reasonable fees and disbursements of the Holder’s Registrable Securities covered counsel not to exceed $20,000 for any registration statement and any fees and disbursements of underwriters customarily paid by the Resale Shelf can be sold publicly without restriction issuers or limitation (including without volume or manner sellers of sale restrictions) under Rule 144 under the Securities Act securities, but excluding underwriting discounts and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.commissions and transfer taxes, if any. By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: CFO Accepted and Agreed: By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Officer

Registration Rights. Within thirty (30a) days after Following the Business Combination Closingtermination of the Merger Agreement, Company (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to Parent (sometimes referred to herein as the "Registrant") request the Registrant to register under the Securities Act all or any part of the Option Shares acquired by the Holder pursuant to this Agreement (such Option Shares, together with any other shares of the Parent's capital stock issuable in lieu of or with respect to such Option Shares, the Company "Registrable Securities") in order to permit the public sale or other disposition of such shares in accordance with the intended method of sale or other disposition stated by the Holder; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding Parent Shares and that any rights to require registration hereunder shall use reasonable best efforts (i) terminate with respect to file a registration statement on Form S-3 or any similar short-form registration statement which shares of the Parent's capital stock that may be available sold pursuant to Rule 144(k) under the Securities Act or at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale time as all of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including sold in any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) three month period pursuant to Rule 415 144 under the Securities Act; provided . Upon receipt of a Registration Notice, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq Stock Market for the twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within five business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant receives a Registration Notice and does not elect to exercise its option to purchase pursuant to Section 7(a), the Registrant shall use all reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the event Registration Notice; provided, however, that (i) the Company files Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, and provided further, that if the Registrant withdraws a Resale Shelf on Form S-1filed registration statement at the request of the Holder (other than as the result of a material adverse change in the Registrant's business or prospects or the Holder's learning of new material information concerning the Registrant), the Company then such filing shall convert the Form S-1 be deemed to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to cause file any such registration statement or maintain its effectiveness during any period of time (not to exceed 45 days after a Registration Notice in the Resale Shelf case of clause (A) below or 60 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be declared disclosed at such time and such information would have to be disclosed if a registration statement were filed or effective at that time; (B) the Registrant is required under the Securities Act promptly thereafter to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) the Registrant determines, in its good faith, reasonable judgment, that such registration would materially interfere with any financing, acquisition or other material transaction involving the Registrant and (iii) the Registrant will not be required to maintain the effectiveness of any such Resale Shelf registration statement for an aggregate period greater than 180 days. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 shall again be applicable to any proposed registration. The Registrant shall use all reasonable best efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions until the Holder has sold or otherwise disposed of all of the securities subject to the registration statement; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (c) The registration rights set forth in this Section 7 are subject to the condition that the Holder shall provide the Registrant with such information with respect to the Purchaser’s Holder's Registrable Securities until Securities, the earliest plan for distribution thereof, and such other information with respect to the Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder, including the identity of the Holder and the Holder's plan of distribution. (Ad) A registration effected under this Section 7 shall be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant shall use all reasonable best efforts to: (i) provide such Resale Shelfdocumentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings and as an underwriter may reasonably require, (Bii) prepare and file with the date all SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without (iii) furnish to the requirement Holder and to any underwriter of such securities such number of copies of the final prospectus and such other documents as the Holder or underwriters may reasonably request. In connection with any registration which the Holder requests be underwritten, the Holder and the Registrant agree to enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, commencing ninety one (91) days after the Closing Date, but not later than two years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Conversion Shares issued and issuable upon conversion of the outstanding Preferred Stock and outstanding Warrant Shares, the Company shall prepare and not later than sixty (60) days after such request (“Filing Date”) file, subject to Section 11.1(iv) hereof, , with the Commission a registration statement under the 1933 Act registering the Registrable Securities which are the subject of such request, subject to applicable Commission rules and regulations, for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii) hereof, the definition of Registrable Securities shall not include Securities (A) which are registered for resale in an effective registration statement, (B) which are included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold under Rule 144 without volume limitations but not giving effect to the cashless exercise feature of the Warrants. Upon the receipt of such written request, the Company shall promptly give written notice to all other record holders (as of the date of delivery of such written notice) of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days’ prior written notice to the record holders (as of the date of delivery of such written notice) of the Registrable Securities of its intention so to do. Upon the written request of the holder that is received by the Company within ten (10) days after the giving of any such notice by the Company to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (each, a “Seller” and together, the “Sellers”). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced on a pro rata basis among the record holders so requesting registration by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Unless the Holder notifies the Company in writing that it elects to deem the registration statement filed or to be filed pursuant to this Section 11.1(ii) as a registration statement filed or to be filed pursuant to Section 11.1(ii), the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Sellers. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i) hereof, the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company’s own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a registration statement on Form S-1 (the “Registration Statement”) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within ninety (90) days after the Closing Date or, if more than one Closing, the last Closing Date (the “Filing Date”), and use its commercially reasonable best efforts to cause the Registration Statement to be declared effective not later than one hundred and eighty (180) days after such Closing Date (the “Effective Date”). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 150% of the Conversion Shares issued and issuable upon conversion of Preferred Stock including dividends at the default rate and 100% of the Warrant Shares issuable upon exercise of the Warrants and Bridge Warrants (collectively the “Registrable Securities”). In the event that the Company is required by the Commission to cutback the number of shares being registered in the Registration Statement pursuant to Rule 415, the Company shall reduce the Registrable Securities in the order and priority set forth on Schedule 11.1(iv). The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, prorata, and not issued, employed or reserved for anyone other than each Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except as set forth on Schedule 11.1(iv), without the written consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement. It shall be deemed a Non-Registration Event (as defined herein) if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers fewer than 110% of the amount of Common Shares issuable upon full conversion of all sums due under the Preferred Stock and Warrant Shares (the difference between such 110% and the actual amount of shares registered being referred to herein as the “Shortfall”). In such event, the Company shall take all actions necessary to cause at least 150% of the amount of shares of Common Stock issuable upon full conversion of all sums due under the Preferred Stock and 100% of the Warrant Shares to be registered within sixty (60) days after the first day such Shortfall exists. Failure to file the Registration Statement within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 first day such Shortfall first exists or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) failure to cause the Resale Shelf such registration to become effective within sixty (60) days after such Shortfall first exists shall be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Acta Non-Registration Event.

Registration Rights. Within At any time after the execution of this Agreement, if the Company determines that it will file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing securities holders) on any form that would also permit the registration of the Warrant Shares and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its securities to be sold for cash, at such time the Company will, within forty-five (45) days following such determination, give the Holder written notice by registered mail of such determination setting forth the date on which the Company proposes to file such registration statement, which date will be no earlier than thirty (30) days from the date of such notice, and advising the Holder of its right to have its Warrant Shares included in such registration. Upon the written request of the Holder received by the Company no later than thirty (30) days after the Business Combination Closingdate of the Company's notice, the Company shall will use all reasonable best efforts to cause to be registered under the 1933 Act all of the Warrant Shares that the Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent), the total amount of such securities to be so registered, including such Warrant Shares, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at the then current value of such timesecurities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of the Warrant Shares to be offered for the accounts of the Holder will be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other persons which have registration rights which are pari passu with the Holder as well as the Company, such reduction will not represent a greater fraction of the number of securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons which have rights pari passu with the Holder, other than the Company is ineligible over the amount of securities they intended to use such Form S-3offer. Notwithstanding the foregoing, on Form S-1 (including any successor registration statement covering the resale rights of the Registrable Securities a “Resale Shelf”) Holder set forth in this Section 9(b), shall, only in the event of (x) an underwritten public offering of the Class A Shares Company's securities, be subordinate to the rights of such shareholders and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security warrantholders of the Company issued or issuable with respect to a maximum of 11,248,408 shares of common stock and 3,133,520 shares of common stock underlying Warrants which have been issued by the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all Company. 2. All other provisions of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act Warrant shall remain in force and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Acteffect.

Registration Rights. Within thirty a. GPAC agrees that, within forty-five (3045) calendar days after the Business Combination Closingconsummation of the Transaction (the “Filing Date”), it will file with the Company shall use reasonable best efforts SEC (iat its sole cost and expense) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering registering the resale of the Registrable Securities a Shares (the “Resale ShelfRegistration Statement”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing), and (z) any other equity security of it shall use its commercially reasonable efforts to have the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 Registration Statement declared effective as soon as practicable after the Company is eligible to use Form S-3filing thereof, but no later than the earlier of (i) ninety (90) calendar days (or one-hundred twenty (120) calendar days if the SEC notifies GPAC that it will “review” the Registration Statement) following the Filing Date and (ii) ten (10) Business Days after GPAC is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. GPAC agrees to cause such Registration Statement, or another shelf registration statement that includes the Resale Shelf Shares to be declared sold pursuant to this Subscription Agreement, to remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the date on which the Purchaser or its assignee Subscriber ceases to hold Registrable Securities covered by such Resale Shelf, any Shares issued pursuant to this Subscription Agreement or (Bii) on the first date on which the Subscriber is able to sell all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction its Shares issued pursuant to this Subscription Agreement (or limitation (including without volume or manner of sale restrictionsshares received in exchange therefor) under Rule 144 under of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold and without the requirement for GPAC to be in compliance with the current public information required under Rule 144(c)(1144(i)(2). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Shares to GPAC (or its successor) upon reasonable request to assist GPAC in making the determination described above. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Shares from the Registration Statement, upon prompt written request from GPAC. Notwithstanding the foregoing, if the SEC prevents GPAC from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. For as long as the Registration Statement shall remain effective pursuant to this Section 7(a), GPAC will use commercially reasonable efforts to (1) qualify the Shares for listing on the Stock Exchange, and (2) update or amend the Registration Statement as necessary to include the Shares sold hereby for resale. For as long as the Subscriber holds the Shares, GPAC will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Subscriber), as applicable. Notwithstanding anything to the contrary contained herein, GPAC may delay or postpone filing of such Registration Statement, and from time to time require the Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if the board of directors of GPAC determines, in good faith and upon the advice of counsel, that either in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of GPAC or would require premature disclosure of information that could materially adversely affect GPAC (each such circumstance, a “Suspension Event”); provided, that, (i) GPAC shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than a total of ninety (90) calendar days, in each case in any three hundred sixty (360) day period and (ii) GPAC shall use commercially reasonable efforts to make such Registration Statement available for the resale by the undersigned of the Shares as soon as practicable thereafter. If so directed by GPAC, the Subscriber will destroy all copies of the prospectus covering the Shares in the Subscriber’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. GPAC’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Subscriber furnishing in writing to GPAC such information regarding the Subscriber, the securities of GPAC held by the Subscriber and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by GPAC to effect the registration of such Shares, and shall execute such documents in connection with such registration as GPAC may reasonably request that are customary of a selling stockholder in similar situations. b. GPAC shall advise the Subscriber within two (2) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by GPAC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon receipt of any written notice from GPAC (which notice shall not contain any material non-public information regarding GPAC) of the happening of any event contemplated in clauses (ii) through (v) above or of a Suspension Event during the period that the Registration Statement is effective, the Subscriber agrees that (1) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144 or another applicable exemption to registration under the Securities Act) until the undersigned receives copies of a supplemental or amended prospectus (which GPAC agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by GPAC that it may resume such offers and sales, and (2) it will maintain the confidentiality of any information included in such written notice delivered by GPAC except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law or subpoena. GPAC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (ii) through (v) above, except for such times as GPAC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, GPAC shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. c. GPAC will use its commercially reasonable efforts to (i) at the request of Subscriber, deliver all the necessary documentation to cause GPAC’s transfer agent to remove all restrictive legends from any Shares that have been sold under the Registration Statement or pursuant to Rule 144, and (ii) cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with the instruction under clause (i) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel, in each case within two (2) business days of such request. The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Shares to GPAC (or its successor) upon reasonable request to assist GPAC in making the determination described above.

Registration Rights. Within thirty (30a) days after In the Business Combination Closing, event that the Company shall use reasonable best efforts (i) proposes to file a registration statement on Form S-3 under the Securities Act for an offering of its common stock (other than an Excluded Offering), the Company shall give each Shareholder not less than 10 days prior notice of such filing, and, if requested by Shareholders owning Shares representing not less than 10% of all outstanding Shares, by notice given to the Company within five days of the date of such notice from the Company (the "Registration Notice"), will use its reasonable best efforts to include all or a portion, as requested by such Shareholders, of the Shares held by such Shareholders) (but in no event less than 5% of the total number of Shares then held by all Shareholders) in the common stock to be registered pursuant to such registration statement; provided that the Company shall have no obligation to register any Shares transferable by any Shareholder pursuant to Rule 144 or any similar short-form registration statement which may be available at such time, or if successor rule promulgated under the Securities Act (provided that the Company is ineligible then in compliance with the current public information and any other provisions of such Rule applicable to use the Company so as to allow such Form S-3, on Form S-1 (including any successor Shareholder to transfer Shares in reliance upon such Rule) and provided further that Shareholders shall be entitled to have Shares included in such a registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of pursuant to this Section 10 only twice, unless (x) the Class A total number of Shares and Warrants requested by Shareholders is not included in any such registration statement (and underlying Class A Shares) comprising the Forward Purchase Securitiesincluding any non-inclusion resulting from an underwriter's limitation), (y) any other Class A Shares that may be acquired such registration statement is not declared effective by the Purchaser after Securities and Exchange Commission or is withdrawn by the date of this Agreement, including any time after the Business Combination Closing, and Company or (z) a stop order suspending the effectiveness of the registration statement shall prevent the sale of such Shares. If an event specified in clause (x), (y) or (z) should occur, the provisions of this Section 10 shall continue in effect until such time as Shares of Shareholders shall have been included, pursuant to this Section 10, in registration statements filed by the Company in respect of which no event so specified shall have occurred. (b) Notwithstanding any other equity security provision of this Section 10, if an underwriter's limitation is imposed with respect to a registration statement filed by the Company for an offering of its common stock that may include Shares held by Shareholders, the amount of such Shares that the Company shall be obligated to include in such registration statement shall be reduced in accordance with the underwriter's limitation. In such event, the number of Shares of each Shareholder so to be included (each Shareholder having Shares so to be included being referred to in this subsection (b) as a "Registering Shareholder") shall be that number that bears the same ratio to all Shares owned by such Shareholder and designated in the Registration Notice as the total number of Shares of all Registering Shareholders to be included in such registration statement bears to the total number of Shares of all Registering Shareholders designated in the Registration Notice. Notwithstanding the foregoing provisions, (i) if the Company files a registration statement as a result of the exercise of "demand" registration rights hereafter granted to any Person or Persons, the Shares held by such Person or Persons which are to be included in such registration statement shall have priority over any Shares held by any Registering Shareholder that would otherwise be entitled to be included therein and (ii) if the Company files a registration statement as to which any Person or Persons ("Other Holders") have so-called "piggyback" registration rights, the number of Shares held by Registering Shareholders that shall be entitled to be included therein shall not exceed that number which bears the same proportion to the number of Shares to be included therein on behalf of Other Holders as the total number of Shares held by Registering Shareholders bears to the total number of Shares held by the Other Holders whose Shares are being included therein. The parties hereto acknowledge that it is their intention that, for any registration to which the provisions of this Section 10 are applicable, the Company will provide pro rata treatment to all Shareholders, to the extent of the numbers of Shares requested by each Shareholder for inclusion in such registration. (c) In the event that the Company files a registration statement for an offering of its common stock that includes Shares held by Shareholders (for purposes of this Section 10, "Selling Shareholders"), the Company will use its best efforts to register or qualify such Shares covered by the registration statement under the state securities or blue sky laws (to the extent applicable) of such jurisdictions within the United States as the holders of not less than 51% of the Shares of the Selling Shareholders being included therein shall reasonably request; provided that the Company shall not be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in suits, other than as to matters and transactions relating to the offer and sale of such Shares. (d) In connection with any registration pursuant to this Section 10, the Company shall pay the fees and expenses of counsel and accountants for the Company and all other costs and expenses of the Company issued or issuable with respect incident to the securities referred to in clauses preparation, printing and filing under the Securities Act of the registration statement (x) and (y) all amendments and supplements thereto), and the costs and expenses incurred by way of a share capitalization or share split or the Company in connection with a combination the qualification of sharesthe Shares under state securities or blue sky laws. The Company shall not be obligated to pay, recapitalizationor reimburse any Selling Shareholder for, mergerselling commissions or similar payments attributable to Shares of any Selling Shareholder or other expenses of any Selling Shareholder (including the fees and expenses of any counsel retained by any Selling Shareholder) in connection with such registration or qualification. (e) Each Selling Shareholder shall furnish to the Company such information concerning such Shareholder or any proposed sale or other disposition by such Shareholder of any Shares as may be required by law or reasonably requested by the Company, consolidation or reorganization (collectively, shall execute such documents as are customarily executed by Selling Shareholders in like transactions and shall cooperate with the “Registrable Securities”) Company and any underwriter in connection with any action taken pursuant to Rule 415 under the Securities Act; provided in this Section 10. (f) In the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective registration statement under the Securities Act promptly thereafter for an offering of its common stock that includes Shares held by any Selling Shareholder, (i) the Company shall, to the extent permitted by law, indemnify each such Selling Shareholder against any liability, loss or expense arising out of any untrue statement or alleged untrue statement of a material fact contained in such registration statement or any prospectus included therein, or any amendment or supplement thereto, or out of any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as arising out of information furnished to the Company in writing by any Selling Shareholder expressly for use therein), and (iiiii) each such Selling Shareholder shall, to maintain the effectiveness extent permitted by law, indemnify the Company, the other Selling Shareholders and any underwriter of such Resale Shelf common stock against any such liability, loss or expense but only to the extent that it arises out of any information so furnished to the Company by such indemnifying Selling Shareholder. (g) If the Company or any underwriter of securities to be issued by the Company or sold by any selling shareholder so requests, each Shareholder shall sign an agreement not to sell or otherwise transfer or dispose of any equity securities of the Company held by such Shareholder during such period following the effective date of the registration statement registering such securities as the Company or such underwriter shall specify. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop transfer instructions with respect to the Purchaser’s Registrable Securities securities subject to the foregoing restrictions until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all end of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner period of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.restriction. The provisions of this subsection

Registration Rights. Within thirty (30) days after 9.1 Registration Under the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or Securities Act of 1933. Each --------------------------------------------- Representative's Warrant Certificate and each certificate representing shares of Common Stock and any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security securities issuable upon exercise of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization Representative's Warrant (collectively, the “Registrable Securities”"Warrant Shares") shall bear the following legend unless (i) such Representative's Warrant or Warrant Shares are distributed to the public or sold to the underwriters for distribution to the public pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 Section 9 hereof or otherwise pursuant to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective registration ------- statement filed under the Securities Act promptly thereafter and of 1933, as amended (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of "Act"), or (Aii) the date on which Company has received an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Purchaser or its assignee ceases to hold Registrable Securities covered by Company, that such Resale Shelflegend is unnecessary for any such certificate: THE REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (BII) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (including without volume or manner of sale restrictionsOR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActAN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE REPRESEN-TATIVE'S WARRANT REPRESENTED BY THE CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE REPRESENTATIVE'S WARRANT AGREEMENT REFERRED TO HEREIN.

Registration Rights. Within thirty (30a) This Warrant has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). When exercised, the stock certificates shall bear the following legend unless the Warrant Shares may be publicly sold under Rule 144(b)(1) of the Securities Act (or successor rule) or registered under the Securities Act pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “Commission”). “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered for sale or sold except pursuant to (i) an effective registration statement under the Securities Act, or (ii) an opinion of counsel, if such opinion and counsel shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under the Securities Act is available.” (b) Until such time as the Registrable Securities (as defined below) may be sold in accordance with Rule 144(b) under the Securities Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to the Common Stock, it will give written notice to the Holder at least ten (10) days before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated effective date of the registration statement), which notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities as the Holder may request (a “Piggyback Registration”), subject to the provisions of Section 5(c) hereof. Upon the request of the Holder made within ten (10) days after the Business Combination Closingreceipt of notice from the Company regarding a Piggyback Registration (which such request shall specify the number of Registrable Securities for which registration is being requested), the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holder; provided that nothing in this Section 5(b) shall preclude the Company from discontinuing the registration of its securities being effected at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Holder of such discontinuation of the registration. The Company shall pay all registration expenses in connection with each Piggyback Registration. (c) If the lead managing underwriter of a proposed public offering by the Company shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of the securities to be sold in the public offering, the Company will allocate the securities to be included in such registration statement in accordance with the following priority: (i) first, the securities to file be included in such registration statement by the Company or the holder or holders initiating the registration statement; and (ii) next, the Registrable Securities requested to be included in such registration by the Holder. (d) All fees and expenses incidental to the performance of or compliance with the filing of a registration statement on Form S-3 in connection with a Piggyback Registration (the “Registration Statement”) will be borne by the Company, including, without limitation, registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company. In no event will the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any similar short-form registration legal fees or other costs of the Holder. (e) The Company will indemnify and hold harmless the Holder, its officers, directors, agents and employees, and each person who controls the Holder (within the meaning of Section 15 of the Securities Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement which may be available at such timeof a material fact contained in the Registration Statement, or if in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent: (i) that such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in the Registration Statement; or (ii) of the Holder’s use of an outdated or defective Registration Statement after the Company has notified the Holder in writing that the Registration Statement is ineligible outdated or defective. (f) The Holder will indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act; or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use such Form S-3, on Form S-1 in the Registration Statement; or (including any successor registration statement covering iii) the resale use by the Holder of an outdated or defective Registration Statement after the Company has notified the Holder in writing that the Registration Statement is outdated or defective. In no event will the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect giving rise to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actindemnification obligation.

Registration Rights. Within thirty (30a) At the Closing, the Issuer and Subscriber shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer will agree to (i) as soon as reasonably practicable within sixty (60) days after the Business Combination ClosingClosing Date, but in no event later than ninety (90) days following the Company shall use reasonable best efforts (i) to Closing Date, file a shelf registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering register the resale of the Registrable Securities a “Resale Shelf”) of Acquired Shares (x) including the Class A Common Shares and Warrants (and underlying Class A Shares) comprising into which the Forward Purchase Securities, (y) any other Class A Preferred Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and converted (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable SecuritiesUnderlying Common Shares”)) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement rules and regulations promulgated thereunder and applicable state securities laws, (ii) use its reasonable best efforts to cause such registration statement (the “Registration Statement”) to become effective as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the Closing Date if the Issuer receives comments to the Registration Statement from the staff of the SEC (“SEC Comments”) or one hundred twenty (120) days after the Closing Date if the Issuer does not receive SEC Comments and (iii) provide Subscriber and certain other investors in the Issuer’s equity securities with customary piggyback registration rights. The Registration Rights Agreement shall include such additional terms and conditions as are customary and reasonably satisfactory to the Issuer and Subscriber. (b) None of the Acquired Shares (including the Underlying Common Shares) may be directly or indirectly transferred, disposed of or otherwise monetized in compliance with Rule 144(c)(1) under any manner whatsoever, except pursuant to a registration statement or in a transaction that is exempt from the registration requirements of the Securities ActAct and applicable state securities laws.

Registration Rights. Within thirty The Company hereby grants the Holder the right to "piggy back" the Warrant Shares on each Registration Statement for the sale of Common Stock filed by the Company (30or any securities of a successor company of the Company) days at the Company's cost and expense (except those incurred by the Holder for legal fees and commissions). The obligations of the Company under this Section (f) expire upon the earlier of (i) after the Business Combination ClosingCompany has afforded the opportunity for the Holder to exercise registration rights under this Section (f) for three registrations, (ii) when all of the Warrant Shares held by the Holder may be sold by the Holder under Rule 144 without being subject to any volume restrictions, or (iii) the fifth anniversary of the date of this Warrant. The Company shall give the Holder at least 30 days' prior notice of its intent to file a Registration Statement. The Company shall use reasonable its best efforts to keep any Registration Statement onto which Holder has "piggy backed" his Warrant Shares effective for a period of not less than 270 days from the date whereby the Holder is first entitled to sell thereunder, or such shorter period terminating when the Holder has sold all of his shares. Such "piggy back" rights are subject to standard underwriters' approval and holdback, whereby the Holder's rights to sell in a public offering may be limited pro rata with the other stockholders, and shall not apply to any Warrant Shares that can be sold under SEC Rule 144 without volume restrictions. For purposes of this Section (if), the term Registration Statement shall mean any registration statement for the sale of common stock or other securities filed by the Company or filed by any successor entity (in the case of merger, reclassification, change, consolidation, sale or conveyance of the Company) to file under the Act (except for a registration statement on Form S-3 X-0, Xxxx X-0 or any similar short-successor form thereto and except for a registration statement which may be available at such time, or if filed pursuant to that certain Registration Rights Agreement between the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering and the resale purchasers of the Registrable Securities a “Resale Shelf”) of (x) the Class Company's Series A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase SecuritiesConvertible Preferred Stock, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreementdated June 22, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act2000).

Registration Rights. Within thirty (30a) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including At any time after the Business Combination Closing, and (z) any other equity security first anniversary of the Company issued Closing Date, any, some or issuable all of the Stockholders shall have the right, exercisable by written notice to Purchaser (the "Registration Exercise Notice") to have Purchaser prepare and file with the Securities and Exchange Commission (the "Commission") on one occasion within 30 days of such notice, at the sole expense of Purchaser, a Registration Statement on Form S-3 and such other documents, including a prospectus, if necessary (in the opinion of both counsel for Purchaser and counsel for the applicable Stockholder), in order to comply with the provisions of the Securities Act of 1933, as amended (the "Act"), as to permit a public offering and sale of the Purchaser Common Stock by the Stockholders; provided however, that Purchaser shall not be ---------------- obligated to effect any such registration if Purchaser shall furnish to the Stockholders a certificate signed by the President of Purchaser stating that in the good faith judgment of the Board of Directors of Purchaser, it is currently entering into, or engaged in discussions with respect to, a transaction for which a Form 8-K, including financial statements, will need to be filed with the Commission, in which event Purchaser shall have the right to defer the filing of the Registration Statement for a period of not more than 90 days after receipt of the request of any of the Stockholders pursuant to this Section 2.3. (b) For the purposes of this Section 2.3, Purchaser shall not be deemed to have satisfied its obligations hereunder, unless Purchaser shall have: (i) Utilized its best efforts to cause the Registration Statement to become effective under the Act within ninety (90) days from the date of filing with the Commission so as to permit a public offering and sale of the Purchaser Common Stock; (ii) Prepared and filed with the Commission such amendments and supplements, prospectuses and other documents in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities referred covered by the Registration Statement; (iii) Filed such supplements and post-effective amendments as may be required in order that the Registration Statement shall remain effective for such period as is necessary to permit the Stockholders to dispose of all of the Purchaser Common Stock without regard as to whether any shares of the Purchaser Common Stock shall otherwise become freely tradable without restriction under the Act by any or all of the Stockholders pursuant to Rule 144 promulgated under the Act; (iv) Furnished to the Stockholders such number of copies of any prospectus in clauses conformity with the requirements of the Act, and such other documents as the Stockholders may reasonably request in order to facilitate the disposition of the Purchaser Common Stock owned by the Stockholders; (xv) Utilized its best efforts to register and qualify the securities covered by said Registration Statement under the securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of the securities covered by said Registration Statement, except no such registration shall be required in any jurisdiction where solely as a result of such registration Purchaser would be subject to service of general process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. (yvi) by way of a share capitalization or share split or Paid any and all expenses incurred in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) any registration pursuant to Rule 415 under the Securities Act; provided in this Section 2.3 (excluding underwriter's discounts and brokerage or dealer commissions), including without limitation, all registration and qualification fees, printers' fees, accounting fees, and fees and disbursements of counsel for Purchaser. (c) In the event that Purchaser has not: (a) filed the Company files Registration Statement with the Commission within 30 days of receipt of the Registration Exercise Notice then Purchaser shall pay to the Stockholders a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, penalty of $2,500 per day for each day such Registration Statement has not been filed in excess of such 30 days; or (iib) utilized its best efforts to cause the Resale Shelf Registration Statement to be declared become effective under within 90 days of filing such Registration Statement, then Purchaser shall pay to the Securities Act promptly thereafter and (iii) to maintain Stockholders a penalty of $2,500 per day for each day said effectiveness is delayed beyond the effectiveness expiration of such Resale Shelf with respect to 90 day period. Said penalties shall be payable on a monthly basis, in arrears, commencing on the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all first day of the Purchaser’s Registrable Securities covered month following the expiration of such 30 or 90 day period, as the case may be, and on the first day of each month thereafter. Any indemnification obligation of Purchaser pursuant to Article XI hereof for breach of this Section 2.3 shall be reduced by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act any and without the requirement all amounts which have been paid pursuant to be in compliance with Rule 144(c)(1) under the Securities Actthis Subsection 2.3(c).

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing ninety-one (91) days after the Closing Date, but not later than two (2) years after the Closing Date ("REQUEST DATE"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares including Warrant Shares issuable upon exercise of the Finder's Warrants (collectively "REGISTRABLE SECURITIES") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 10.1(i) and 10.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SELLER" or "SELLERS"). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 10.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 10.1(ii) rather than Section 10.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 10.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"FILING DATE"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective within ninety (90) days after the Filing Date (the "EFFECTIVE DATE"), a Form SB-2 registration statement (the "REGISTRATION STATEMENT") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter and (iii) 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Shares and Warrant Shares issuable pursuant to this Agreement. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, PRO RATA, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under included in the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActRegistration Statement.

Registration Rights. Within thirty (30a) days after In the Business Combination Closingevent that the Board of Directors consents pursuant to Section 3.1(a) to a Principal Stockholder's request for a Transfer and in connection therewith, the Company agrees to register Securities with respect to such Transfer under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall use reasonable best efforts grant each other Principal Stockholder the opportunity (isubject to reduction in the event the registered Transfer is underwritten) to file register for Transfer under the Securities Act a percentage of the total number of Securities beneficially owned by such Principal Stockholder equal to the percentage of the total number of Securities beneficially owned by the Transferring Stockholder that such Transferring Stockholder is registering for Transfer under the Securities Act, on the same terms and conditions as the Transferring Stockholder (each Principal Stockholder registering, or indicating a desire to register, any Securities for Transfer under the Securities Act pursuant to this Section 3.2 being a "Registering Transferor"). (b) To the extent that the Company grants pursuant to Section 3.1(b) a Principal Stockholder the opportunity to register shares of Class A Common Stock for Transfer under the Securities Act, the Company shall grant each other Principal Stockholder the opportunity (subject to reduction in the event the registered Transfer is underwritten) to register an equal number of shares of Class A Common Stock for Transfer under the Securities Act on the same terms and conditions. (c) In the event the Company proposes to register any shares of Class A Common Stock under the Securities Act pursuant to an underwritten primary offering (other than pursuant to a registration statement on Form S-3 S-4 or Form S-8 or any similar short-successor forms thereto or other form registration statement which may would not permit the inclusion of the shares of Class A Common Stock of the Principal Stockholders), the Company, as determined by the Board of Directors, shall give written notice to all Principal Stockholders of its intention to effect such a registration. Following any such notice, the Board of Directors shall undertake to determine the aggregate number, if any, of shares of Class A Common Stock held by the Principal Stockholders (not to exceed in the aggregate on a per year basis a number of shares of Class A Common Stock equal to fifteen percent (15%) of the total number of shares of Class A Common Stock beneficially owned by the Principal Stockholders as of December 31, 1998, subject to appropriate and proportionate adjustment as a result of the Stock Split and subject to adjustment pursuant to Section 5.1) to be available at such time, or if registered by the Company is ineligible under the Securities Act (the "Registrable Amount") for Transfer by the Principal Stockholders in connection with such offering. If the Board determines to register shares of Class A Common Stock held by the Principal Stockholders pursuant to this Section 3.2(c), the Company will promptly give written notice of such determination to all Principal Stockholders, and thereupon the Company will use such Form S-3, on Form S-1 (including any successor commercially reasonable efforts to effect the registration statement covering the resale of that portion of the Registrable Amount that the Registering Transferors indicate a desire to register. In the event the Registering Transferors indicate a desire to register a number of shares of Class A Common Stock that, in the aggregate, exceeds the Registrable Amount, the number of shares of Class A Common Stock that each Registering Transferor shall be entitled to register shall be reduced to the extent such number exceeds such Registering Transferor's pro rata share of the Registrable Amount based upon the ratio of the total number of Securities beneficially owned by such Registering Transferor to the total number of Securities beneficially owned by all Principal Shareholders. To the extent any portion of the Registrable Amount remains unallocated after such reductions, each Registering Transferor who has indicated a “Resale Shelf”desire to register additional shares of Class A Common Stock shall be entitled to register an additional amount of Class A Common Stock equal to such Registering Transferor's pro rata portion of the remaining Registrable Amount based upon the ratio of the total number of Securities beneficially owned by such Registering Transferor to the total number of Securities beneficially owned by all Registering Transferors who have indicated a desire to register additional shares of Class A Common Stock. The reallocation procedure described in the preceding sentence shall be repeated until the entire Registrable Amount is allocated. All terms, conditions and rights with respect to such registration (including but not limited to any determination to reduce the Registrable Amount) shall be determined by the Board, provided that (i) the representations and warranties of a Principal Stockholder shall be customary taking into account, among other things, the nature of the offering and such Principal Stockholder's relationship with the Company, and (xii) the Company shall be responsible for all expenses with respect to such registration other than underwriting discounts and commissions allocable to the Class A Shares Common Stock of the Registering Transferors, which underwriting discounts and Warrants commissions shall be the responsibility of the Registering Transferors. (d) In addition to the registration rights granted pursuant to Sections 3.2(a), (b) and underlying (c), no more frequently than once during each of the calendar years ending December 31, 2000 and 2001 (each such year, an "Annual Period"), and upon either (i) the receipt of a written request of one or more Principal Stockholders or (ii) a determination by the Board of Directors, the Board shall undertake to determine the Registrable Amount, if any, for Transfer by the Principal Stockholders. If the Board determines to register shares of Class A SharesCommon Stock held by the Principal Stockholders pursuant to this Section 3.2(d), the Company will promptly give written notice of such determination to all Principal Stockholders, and thereupon the Company will use commercially reasonable efforts to effect the registration of that portion of the Registrable Amount that the Registering Transferors indicate a desire to register. In the event the Registering Transferors indicate a desire to register a number of shares of Class A Common Stock that, in the aggregate, exceeds the Registrable Amount, the number of shares of Class A Common Stock that each Registering Transferor shall be entitled to register shall be reduced to the extent such number exceeds such Registering Transferor's pro rata share of the Registrable Amount based upon the ratio of the total number of Securities beneficially owned by such Registering Transferor to the total number of Securities beneficially owned by all Principal Stockholders. To the extent any portion of the Registrable Amount remains unallocated after such reductions, each Registering Transferor who has indicated a desire to register additional shares of Class A Common Stock shall be entitled to register an additional amount of Class A Common Stock equal to such Registering Transferor's pro rata portion of the remaining Registrable Amount based upon the ratio of the total number of Securities beneficially owned by such Registering Transferor to the total number of Securities beneficially owned by all Registering Transferors who have indicated a desire to register additional shares of Class A Common Stock. The reallocation procedure described in the preceding sentence shall be repeated until the entire Registrable Amount is allocated. All terms, conditions and rights with respect to such registration (including but not limited to any determination to reduce the Registrable Amount) comprising shall be determined by the Forward Purchase SecuritiesBoard, provided that (yi) the representations and warranties of a Principal Stockholder shall be customary taking into account, among other things, the nature of the offering and such Principal Stockholder's relationship with the Company, and (ii) the Company shall be responsible for all expenses with respect to such registration other than underwriting discounts and commissions, which underwriting discounts and commissions shall be the responsibility of the Registering Transferors. (e) If the Board establishes a committee (a "Pricing Committee") to authorize and approve the price and any other Class A Shares that may terms of any Transfer of Securities registered under the Securities Act pursuant to this Section 3.2 in which Xxxxxxx or any CCI Shareholder is participating as a Registering Transferor, the Company will use its best efforts to cause Xxxxxxx to be acquired by the Purchaser after the date nominated to such Pricing Committee. Notwithstanding any other provision of this Agreement, including any time after to the Business Combination Closing, and (z) any other equity security extent the Company has undertaken to register Securities of the Principal Stockholders pursuant to this Section 3.2, the Company issued may subsequently determine not to register such Securities and may either not file a registration statement or issuable otherwise withdraw or abandon a registration statement previously filed with respect to the securities referred to in clauses registration of such Securities. (xf) and (y) by way For purposes of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelythis Section 3.2, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company McLeods shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf be deemed to be declared effective under the Securities Act promptly thereafter a single Principal Stockholder, Xxxxxxx and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can CCI Shareholders shall be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement deemed to be in compliance with Rule 144(c)(1) under a single Principal Stockholder and the Securities ActAEC Entities shall be deemed to be a single Principal Stockholder.

Registration Rights. Within thirty (30a) days after Following the Business Combination Closingtermination of the Merger Agreement, Parent (sometimes referred to herein as the Company shall use reasonable best efforts "Holder") may by written notice (ia "Registration Notice") to file a registration statement on Form S-3 Company (the "Registrant") request the Registrant to register under the Securities Act all or any similar short-form part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered the "Registrable Securities") in order to permit the sale or other disposition of such shares pursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable (a "Permitted Offering"); provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration statement which hereunder shall terminate with respect to any shares that may be available sold pursuant to Rule 144(k) under the Securities Act or at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale time as all of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including sold in any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) three month period pursuant to Rule 415 144 under the Securities Act; provided . The Registration Notice shall include a certificate executed by the Holder and its proposed managing underwriter, which underwriter shall be an investment banking firm of internationally recognized standing reasonably acceptable to Company (the "Manager"), stating that (i) the Holder and the Manager have a good faith intention to commence a Permitted Offering and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be able to sell the Registrable Securities at a per share price equal to at least 80% of the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the Registration Notice. The Registrant shall thereupon have the option exercisable by written notice delivered to the Holder within five business days after the receipt of the Registration Notice, irrevocably to agree to purchase all (but not less than all) of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the 20 trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder shall take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within 10 business days after delivery of such notice. The payment for the shares to be purchased shall be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 6(a) with respect to all Registrable Securities, the Registrant shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Securities requested to be registered in the event Registration Notice; provided, however, that (i) the Company files Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, and provided further, that if the Registrant withdraws a Resale Shelf on Form S-1filed registration statement at the request of the Holder (other than as the result of a material change in the Registrant's business or the Holder's learning of new material information concerning the Registrant), the Company then such filing shall convert the Form S-1 be deemed to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to cause file any such registration statement during any period of time (not to exceed 45 days after a Registration Notice in the Resale Shelf case of clause (A) below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be declared effective disclosed at such time and such information would have to be disclosed if a registration statement were filed at that time; (B) the Registrant is required under the Securities Act promptly thereafter to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) the Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant and (iii) the Registrant will not be required to maintain the effectiveness of any such Resale Shelf registration statement for a period greater than 90 days. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 6 shall again be applicable to any proposed registration. The Registrant shall use all reasonable efforts to cause any Registrable Securities registered pursuant to this Section 6 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions until the Holder has sold or otherwise disposed of all of the securities subject to the registration statement; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (c) The registration rights set forth in this Section 6 are subject to the condition that the Holder shall provide the Registrant with such information with respect to the Purchaser’s Holder's Registrable Securities until Securities, the earliest plan for distribution thereof, and such other information with respect to the Holder as, in the reasonable judgment of (A) counsel for the date on which Registrant, is necessary to enable the Purchaser or its assignee ceases Registrant to hold Registrable Securities covered by such Resale Shelfinclude in a registration statement all material facts required to be disclosed with respect to a registration thereunder, (B) including the date all identity of the Purchaser’s Registrable Holder and the Holder's plan of distribution. (d) A registration effected under this Section 6 shall be effected at the Registrant's expense, except for underwriting discounts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall use all reasonable efforts to provide to the underwriters such documentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Holder and the Registrant agree to enter into an underwriting agreement reasonably acceptable to each such party, in form and substance customary for transactions of this type with the underwriters participating in such offering. (e) Indemnification --------------- (i) The Registrant will indemnify the Holder, each of its directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities covered Act, and each underwriter of the Registrant's securities, with respect to any registration, qualification or compliance which has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Resale Shelf can be sold publicly without restriction Registrant of any rule or limitation (including without volume or manner of sale restrictions) under Rule 144 regulation promulgated under the Securities Act applicable to the Registrant in connection with any such registration, qualification or compliance, and the Registrant will reimburse the Holder and, each of its directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities Act, and each underwriter for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Registrant will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Registrant by the Holder or director or officer or controlling person or underwriter seeking indemnification, provided, however, that the indemnity agreement contained in this subsection 6(e)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the requirement consent of the Registrant, which consent shall not be unreasonably withheld. (ii) The Holder will indemnify the Registrant, each of its directors and officers and each underwriter of the Registrant's securities covered by such registration statement and each person who controls the Registrant within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be in compliance with Rule 144(c)(1) stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities ActAct applicable to the Holder in connection with any such registration, qualification or compliance, and will reimburse the Registrant, such directors, officers or control persons or underwriters for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Registrant by the Holder expressly for use therein, provided that in no event shall any indemnity under this Section 6(e) exceed the gross proceeds of the offering received by the Holder and provided further that the indemnity agreement contained in this subsection 6(e)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. (iii) Each party entitled to indemnification under this Section 6(e) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6(e) unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent (which shall not be unreasonably withheld).

Registration Rights. Within thirty (30a) This Warrant has not been registered under the Securities Act of 1933, as amended (the "Securities Act"). When exercised, the stock certificates shall bear the following legend unless the Warrant Shares may be publicly sold under Rule 144(b)(1) of the Securities Act (or successor rule) or registered under the Securities Act pursuant to an effective registration statement filed with the Securities and Exchange Commission (the "Commission"). "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered for sale or sold except pursuant to (i) an effective registration statement under the Securities Act, or (ii) an opinion of counsel, if such opinion and counsel shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under the Securities Act is available." (b) Until such time as the Registrable Securities (as defined below) may be sold in accordance with Rule 144(b) under the Securities Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company's employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to the Common Stock, it will give written notice to the Holder at least ten (10) days before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated effective date of the registration statement), which notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities as the Holder may request (a "Piggyback Registration"), subject to the provisions of Section 5(c) hereof. Upon the request of the Holder made within ten (10) days after the Business Combination Closingreceipt of notice from the Company regarding a Piggyback Registration (which such request shall specify the number of Registrable Securities for which registration is being requested), the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holder; provided that nothing in this Section 5(b) shall preclude the Company from discontinuing the registration of its securities being effected at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Holder of such discontinuation of the registration. The Company shall pay all registration expenses in connection with each Piggyback Registration. (c) If the lead managing underwriter of a proposed public offering by the Company shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of the securities to be sold in the public offering, the Company will allocate the securities to be included in such registration statement in accordance with the following priority: (i) first, the securities to file be included in such registration statement by the Company or the holder or holders initiating the registration statement; and (ii) next, the Registrable Securities requested to be included in such registration by the Holder. (d) All fees and expenses incidental to the performance of or compliance with the filing of a registration statement on Form S-3 in connection with a Piggyback Registration (the "Registration Statement") will be borne by the Company, including, without limitation, registration, filing, and qualification fees; printers' and accounting fees; fees and disbursements of counsel for the Company. In no event will the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any similar short-form registration legal fees or other costs of the Holder. (e) The Company will indemnify and hold harmless the Holder, its officers, directors, agents and employees, and each person who controls the Holder (within the meaning of Section 15 of the Securities Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement which may be available at such timeof a material fact contained in the Registration Statement, or if in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent: (i) that such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in the Registration Statement; or (ii) of the Holder's use of an outdated or defective Registration Statement after the Company has notified the Holder in writing that the Registration Statement is ineligible outdated or defective. (f) The Holder will indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) the Holder's failure to comply with the prospectus delivery requirements of the Securities Act; or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use such Form S-3, on Form S-1 in the Registration Statement; or (including any successor registration statement covering iii) the resale use by the Holder of an outdated or defective Registration Statement after the Company has notified the Holder in writing that the Registration Statement is outdated or defective. In no event will the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect giving rise to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actindemnification obligation.

Registration Rights. Within thirty (30a) Following the termination of the Merger Agreement, NetIQ (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to the MCS (the "Registrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "Registrable Securities") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "Option Price" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 7(a) with respect to all Registrable Securities, the Registrant will use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; provided, -------- however, that the Holder will not be entitled to more than an aggregate of three ------- (3) four effective registration statements hereunder. The obligations of Registrant hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of Registrant or any other material transaction involving Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 90 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 will again be applicable to any proposed registration. The Registrant will use all reasonable efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; provided, however, that the -------- ------- Registrant will not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If Registrant effects a registration under the Securities Act of MCS Common Stock for its own account or for any other stockholders of Registrant (other than on Form S-3 S-4 or Form S-8, or any similar short-form successor form), it will allow Holder the right to participate in such registration statement which may be available at by selling its Registrable Securities, and such timeparticipation will not affect the obligation of Registrant to effect demand registration statements for Holder under this Section 7; provided that, or -------- if the Company is ineligible managing underwriters of such offering advise Registrant in writing that in their opinion the number of shares of MCS Common Stock requested to use be included in such Form S-3registration exceeds the number which can be sold in such offering, on Form S-1 Registrant will include the shares requested to be included therein by Holder pro rata with the shares intended to be included therein by Registrant. (including any successor c) The registration statement covering rights set forth in this Section 7 are subject to the resale of condition that the Registrable Securities a “Resale Shelf”) of (x) Holder will provide the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 7 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty (30a) Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) (a "Registration Statement"), it will, prior to such filing, give written notice to the Holder of its intention to do so and, upon the written request of the Holder given within 30 days after the Business Combination ClosingCompany provides such notice, the Company shall use commercially reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective register under the Securities Act promptly thereafter pursuant to the Registration Statement all shares of Common Stock issued or issuable upon conversion of the Warrant ("Registrable Shares") for which the Holder has requested registration; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 18 without obligation to the Holder; and (iii) provided further that the Company shall have no obligation to maintain register Registrable Securities which have already been registered under the effectiveness Securities Act pursuant to an effective registration statement or are owned by a Holder who could immediately sell all of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases publicly pursuant to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without Act. (b) In connection with any offering under this Section 18 involving an underwriting, the requirement Company shall include in such offering all the Registrable Shares specified in a written request or requests, mailed by the Holder within 30 days of receipt of such written notice from the Company, provided that the Company may limit, to the extent so advised by the underwriters as a result of market conditions, the amount of Registrable Shares to be included in compliance the registration by the Holder to an amount not less than one third of the total number of securities included in the offering. If the number of Registrable Shares to be included in the underwriting in accordance with Rule 144(c)(1the foregoing is less than the total number of Registrable Shares which the Holder has requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account and the Holder shall participate in the underwriting pro rata based upon its total ownership of shares of Common Stock of the Company, together with any additional holders of shares of the Company's capital stock who has requested registration of any or all of such holder's shares pursuant to and in accordance with a grant of registration rights by the Company (a "Selling Securityholder"). If any Selling Securityholder would thus be entitled to include more shares than such Selling Securityholder requested to be registered, the excess shall be allocated among other requesting Selling Securityholders pro rata based upon their total ownership of shares. (c) A Holder proposing to distribute its securities in an offering under this Section 18 involving an underwriting shall (together with the Securities ActCompany and other shareholders of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting. (d) The Company shall not be obligated to register, pursuant to this Section 18, the Registrable Shares of any Holder who fails to provide promptly to the Company such information as the Company may reasonable request at any time to enable the Company to comply with any applicable law or regulation or to facilitate preparation of the Registration Statement.

Registration Rights. Within thirty a. Antria shall use reasonable commercial efforts to (30i) prepare and file with the SEC within ninety (90) calendar days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file Closing Date a registration statement (on Form S-3 X-0, XX-0, XX-0, X-0, or any similar short-form other appropriate registration statement which may be available form reasonably acceptable to the Subscriber) under the U.S. Securities Act (the “Registration Statement”), at such timethe sole expense of Antria (except as specifically provided in Section 3(c) hereof), or if in respect of the Company is ineligible Subscriber, so as to use such Form S-3, on Form S-1 (including any successor registration statement covering the permit a public offering and resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Common Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination ClosingWarrant Shares, and (z) any other equity security shares issuable upon the exercise of the Company warrants issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or Placement Agent as compensation for services provided in connection with a combination of shares, recapitalization, merger, consolidation or reorganization this Offering (collectively, the “Registrable Securities”) in the United States under the U.S. Securities Act by the Subscriber, or the Placement Agent, as applicable, each as a selling stockholder and not as underwriter; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the United States Securities and Exchange Commission (the “SEC” or the “Commission”) as soon as possible, but in any event not later than the earlier of (a) one hundred twenty (120) calendar days following the Closing Date (or one hundred fifty (150) calendar days in the event of an SEC review of the Registration Statement), and (b) the fifth trading day following the date on which Antria is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments. Antria will notify the Subscriber of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days (days in which the OTCQB is open for quotation) (each, a “Trading Day”). The initial Registration Statement shall cover the resale of 100% of the Registrable Securities, for an offering to be made on a continuous basis pursuant to Rule 415 under (as promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule); provided in provided, however, that if 100% of the event Registrable Securities included hereunder cannot be registered, the Company files a Resale Shelf number of Registrable Securities on Form S-1the initial Registration Statement shall be reduced pro-rata among all Subscribers and the Placement Agent. b. Antria will use reasonable commercial efforts to maintain the Registration Statement or post-effective amendment filed under this Section 4 effective under the U.S. Securities Act until the earlier of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement or (ii) the Subscriber receives an opinion of counsel to Antria, which opinion and counsel shall be reasonably acceptable to Subscriber, the Company and the transfer agent, that the Registrable Securities may be sold under the provisions of Rule 144 (the “Effectiveness Period”). c. All fees, disbursements and out-of-pocket expenses and costs incurred by Antria in connection with the preparation and filing of the Registration Statement and in complying with applicable securities and “blue sky” laws (including, without limitation, all attorneys’ fees of Antria, registration, qualification, notification and filing fees, printing expenses, escrow fees, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration) shall convert be borne by Antria. The Subscriber shall bear the Form S-1 cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to a Form S-3 the Registrable Securities being registered and the fees and expenses of its counsel. Antria shall qualify any of the Registrable Securities for sale in such states as soon the Subscriber reasonably designates. However, Antria shall not be required to qualify in any state which will require an escrow or other restriction relating to Antria and/or the sellers, or which will require Antria to qualify to do business in such state or require Antria to file therein any general consent to service of process. Antria at its expense will supply the Subscriber with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as practicable after may be reasonably requested by the Company is eligible to use Form S-3Subscriber. d. The Subscriber will cooperate with Antria in all respects in connection with this Agreement, including timely supplying all information reasonably requested by Antria (ii) to cause which shall include completing the Resale Shelf Selling Shareholder Questionnaire attached hereto as Exhibit C, and all information regarding the Subscriber and proposed manner of sale of the Registrable Securities required to be declared effective disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the Securities Act promptly thereafter offering is an underwritten offering, in usual and (iii) to maintain customary form, with the effectiveness managing underwriter or underwriters of such Resale Shelf underwritten offering. Any delay or delays caused by the Subscriber, or by any other purchaser of securities of Antria having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of Antria under this Agreement. The Subscriber understands and agrees that the Company’s obligations under this Section 4 with respect to the Purchaser’s preparation and filing of the Registration Statement are subject to the Subscriber or any other purchaser of securities of Antria having registration rights similar to those contained herein, timely providing the Company with the Selling Shareholder Questionnaire and all information reasonably requested by the Company to prepare and file the Registration Statement. e. Whenever Antria is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities until under the earliest U.S. Securities Act, Antria shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the assistance and cooperation as reasonably required of the Subscriber with respect to each Registration Statement: (Ai) furnish to the date on which Subscriber such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the Purchaser requirements of the U.S. Securities Act, and such other documents as the Subscriber may reasonably request in order to facilitate the public sale or its assignee ceases to hold other disposition of the Registrable Securities covered owned by such Resale Shelf, the Subscriber; (Bii) register and qualify the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can Registration Statement under such other securities or blue sky laws of such jurisdictions as the Subscriber shall reasonably request (subject to the limitations set forth in Section (b) above), and do any and all other acts and things which may be sold publicly without restriction necessary or limitation advisable to enable the Subscriber to consummate the public sale or other disposition in such jurisdiction of the securities owned by the Subscriber; and (including without volume or manner iii) provide a transfer agent and registrar for all securities registered pursuant to the Registration Statement and a CUSIP number for all such securities. f. Whenever Antria is required by any of sale restrictions) under Rule 144 the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the U.S. Securities Act., Antria shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the assistance and cooperation as reasonably required of the Subscriber with respect to each Registration Statement:

Registration Rights. Within thirty (30a) Following the termination of the Reorganization Agreement, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the ten trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 7(a) with respect to all Registrable Securities, the Registrant will use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; PROVIDED, HOWEVER, that the Holder will not be entitled to more than an aggregate of two effective registration statements hereunder. The obligations of Registrant hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 120 calendar days in the aggregate if the Board of Directors of Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of Registrant or any other material transaction involving Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 120 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 will again be applicable to any proposed registration. The Registrant will use all reasonable efforts to cause any Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; PROVIDED, HOWEVER, that the Registrant will not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If Registrant effects a registration under the Securities Act of Company Common Stock for its own account or for any other stockholders of Registrant (other than on Form S-3 S-4 or Form S-8, or any similar short-form successor form), it will allow Holder the right to participate in such registration statement which may be available at by selling its Registrable Securities, and such timeparticipation will not affect the obligation of Registrant to effect demand registration statements for Holder under this Section 7; PROVIDED that, or if the managing underwriters of such offering advise Registrant in writing that in their opinion the number of shares of Company is ineligible Common Stock requested to use be included in such Form S-3registration exceeds the number which can be sold in such offering, on Form S-1 Registrant will include the shares requested to be included therein by Holder pro rata with the shares intended to be included therein by Registrant and such other stockholders. (including any successor c) The registration statement covering rights set forth in this Section 7 are subject to the resale of condition that the Registrable Securities a “Resale Shelf”) of (x) Holder will provide the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 7 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty (30a) days after Following the Business Combination Closingtermination of the Merger Agreement, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to Company (sometimes referred to herein as the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the Option Shares acquired by the Holder pursuant to this Agreement (such Option Shares, together with any other shares of the Company's capital stock issuable in lieu of or with respect to such Option Shares, the "REGISTRABLE SECURITIES") in order to permit the public sale or other disposition of such shares in accordance with the intended method of sale or other disposition stated by the Holder; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding Company Shares and that any rights to require registration hereunder shall use reasonable best efforts (i) terminate with respect to file a registration statement on Form S-3 or any similar short-form registration statement which shares of the Company's capital stock that may be available sold pursuant to Rule 144(k) under the Securities Act or at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale time as all of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including sold in any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) three month period pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act Act. Upon receipt of a Registration Notice, the Registrant will have the option exercisable by written notice delivered to the Holder within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE") equal to the product of (i) the number of Registrable Securities so purchased and without (ii) the requirement per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq Stock Market for the twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in compliance with Rule 144(c)(1such notice within five business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant receives a Registration Notice and does not elect to exercise its option to purchase pursuant to Section 7(a), the Registrant shall use all reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act.Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice; provided, however, that (i) the Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, and provided further, that if the Registrant withdraws a filed registration statement at the request of the Holder (other than as the result of a material adverse change in the Registrant's business or prospects or the Holder's learning of new material information concerning the Registrant), then such filing shall be deemed to have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to file any such registration statement or maintain its effectiveness during any period of time (not to exceed 45 days after a Registration Notice in the case of clause (A) below or 60 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and such information would have to be disclosed if a registration statement were filed or effective at that time; (B) the Registrant is required under the Securities Act to include audited financial statements for any period in such registration statement and such

Registration Rights. Within thirty (30) days after If the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or Borrower engages in any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable financing with respect to which the securities referred Lenders have rights of first refusal pursuant to in clauses (xSection 4(i) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyhereof, the Lenders shall be entitled to the same investor protections as are afforded to the investors in such financing on a pari-passu basis with such investors to the extent such protections are more favorable than the terms of this Agreement or the Note, including (if applicable) anti-dilution protection, co-sale rights, pre-emptive rights or registration rights with respect to all shares of Common Stock into which the Series A Stock is convertible and the Warrants are exercisable. Additionally, with respect to shares of Borrower’s Common Stock held by a Lender or the Agent and obtained through the conversion of the Preferred Stock or the exercise of any warrants issued pursuant to this Agreement or any warrants issued to the Agent pursuant to that certain Advisory Agreement between the Borrower and Agent dated November 24, 2003, as amended, (“Registrable Securities”) ), if the Borrower determines to register any of its securities for its own account, other than a registration relating solely to employee benefit plans or a registration relating solely to a transaction pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective 145 promulgated under the Securities Act or a registration on any registration form which does not permit secondary sales, the Borrower shall promptly thereafter give to each holder of Registrable Securities written notice thereof and include in such registration (iiiand any related qualification under blue sky laws) to maintain and in any underwriting involved therein, the effectiveness number of shares of Registrable Securities specified in a written request made by such holders within ten (10) days after receipt of such Resale Shelf with respect written notice from the Borrower (the “Piggyback Registration Right”). Notwithstanding anything else herein to the Purchaser’s contrary, if the representative of the underwriters in any underwritten registration advises the Borrower in writing that marketing factors require a limitation of the number of Registrable Securities until to be underwritten, the earliest of representative may (Asubject to the limitations set forth below) the date on which the Purchaser or its assignee ceases to hold exclude all Registrable Securities covered from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Borrower shall so advise all holders requesting registration, and the number of Registrable Securities that shall be included in the registration and underwriting shall be allocated among the holders requesting inclusion in the registration pro rata based on the total number of Registrable Securities held by such Resale Shelfholders: provided, however, that Borrower shall not limit the number of Registrable Securities to be included in a registration pursuant hereto in order to include securities held by shareholders with no registration rights or to include securities issued to founders, directors or executive officers of Borrower other than Registrable Securities. All registration expenses incurred in connection with any registration pursuant to this Section 4(g) and the reasonable fees for one counsel for the Lenders not to exceed $15,000 (Bthe “Allowable Legal Fees”) shall be borne by Borrower, provided, however, that each holder shall be responsible for the date all selling commissions and underwriting discounts related to the sale of its own Registrable Securities, legal fees in excess of the Purchaser’s Allowable Legal Fees, and the fees and disbursements of more than one counsel to the holders. In connection with any such registration, the Borrower, the holders whose Registrable Securities covered are included in such registration, and any underwriters participating therein, shall enter into an indemnification agreement with such terms and conditions as are customary in similar transactions, provided that in no event shall the liability of any holder pursuant to such indemnity exceed the gross proceeds from the offering received by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actsuch holder.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holder of this Warrant: (30i) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Business Combination ClosingIssue Date, but not later than two years after the Issue Date, upon a written request therefor from any record holder or holders of more than 50% of the shares of Common Stock issued and issuable upon conversion of the outstanding 6% Secured Convertible Notes due December __, 2010 (the “Notes”) and exercise of the Common Stock Purchase Warrants (the “New Warrants”) issued concurrently to the Holders of the Notes on the Issue Date, the Company shall use reasonable best efforts prepare and file with the Securities and Exchange Commission (ithe “SEC”) to file a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “1933 Act”) registering the Registrable Securities, as defined in Section 9.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 9.1(i) and 9.1(ii), Registrable Securities shall not include securities which (A) are registered for resale in an effective registration statement, (B) are included for registration in a pending registration statement, (C) have been issued without further transfer restrictions after a sale or any similar short-form registration statement which may be available at such timetransfer pursuant to Rule 144 under the 1933 Act, or if (D) are not yet required to be included in a Registration Statement. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 9.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except in connection with (xi) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security registration statements of the Company issued (File Nos. 333-128287, 333-133549, 333-115514, 333-119065, 333-121052, 333-122383 and 333-147265) on file with the SEC, (ii) the registration for resale of issuances pursuant to a private offering in connection with not less than $3,000,000 of gross proceeds of such private offering or issuable (iii) with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Holder pursuant to an effective registration statement, each such time it will give at least five (5) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the Holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 9.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 9.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 9.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 9.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 9.1(ii) rather than Section 9.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(ii). (iv) The Company shall file with the SEC a combination Form S-3 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within sixty (60) calendar days after the Issue Date (the “Filing Date”), and cause the Registration Statement to be declared effective not later than one hundred and twenty (120) calendar days after the Issue Date (the “Effective Date”). The Company will register not less than a number of sharesshares of Common Stock in the aforedescribed registration statement that is equal to 100% of the shares of Common Stock issued and issuable upon conversion of all of the Notes and exercise of the New Warrants together with a number of shares of Common Stock equal to 100% of the shares of Common Stock issued and issuable upon exercise of the Company’s outstanding Common Stock Purchase Warrants issued between December 1, recapitalization2006 and June 4, merger2007 with initial exercise prices of $0.09 (the “9 Cent Warrants”) and $0.20 per share (the “20 Cent Warrants” and, consolidation together with the New Warrants and the 9 Cent Warrants, the “Warrants”). Such shares of Common Stock issued and issuable in connection with the conversion or reorganization (collectivelyexercise, as applicable, of the Notes and Warrants are collectively referred to herein as the “Registrable Securities”. The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Holder and holder of Warrants, pro rata, and not issued, employed or reserved for anyone other than each such Holder and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of a Majority in Interest (as defined in the Security Agreement dated December __, 2007 relating to the Notes) , no securities of the Company other than the Registrable Securities will be included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement registering the Initial Registrable Securities (as defined in Section 9.1(v)) is declared effective by the SEC (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the holders of Notes and Warrants for thirty or more consecutive days less than the amount of Common Shares required to be registered as described in this Section 9. (v) The amount of Registrable Securities required to be included in the initial Registration Statement as described in Section 9.1(iv) (“Initial Registrable Securities”) shall be not less than 100% of the maximum amount of Common Stock which may be included in a Registration Statement without exceeding registration limitations imposed by the SEC pursuant to Rule 415 under of the 1933 Act (the “Rule 415 Amount”). In the event that less than all of the Registrable Securities Act; provided are included in the event Registration Statement as a result of the limitation described in this Section 9.1(v), then the Company files will file additional Registration Statements each registering the Rule 415 Amount (each such Registration Statement a Resale Shelf “Subsequent Registration Statement”), seriatim, until all of the Initial Registrable Securities have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, thirty (30) and ninety (90) days after the first day such Subsequent Registration Statement may be filed without objection by the SEC based on Form S-1Rule 415 of the 1933 Act. (vi) Unless otherwise instructed in writing by a holder of Registrable Securities and only if the initial Registration Statement does not include all of the Registrable Securities, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until will be registered on behalf of each such holder in the earliest Registration Statements based on Common Stock issuable upon conversion or exercise of Notes and Warrants, in the following order and priority: (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, Notes (B) the date all Warrants (vii) Priority shall be given to Common Stock issuable upon conversion of the Purchaser’s actual outstanding Notes ahead of shares of Common Stock issuable upon exercise of Warrants. The foregoing notwithstanding, Registrable Securities covered by shall be allocated and registered pro rata among the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner holders of sale restrictions) under Rule 144 under the Securities Act Notes and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActWarrants based upon their holdings thereof.

Registration Rights. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) If as a result of the Arrangement any or all of the FiberChem Common Shares issued to the Participating Intrex Shareholders upon the exchange of the Intrex Class B Shares (collectively the "REGISTERED SHARES") are not eligible for sale in accordance with the volume and manner of sale requirements of Rule 144 without registration, FiberChem shall file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if (the Company is ineligible to use such Form S-3"REGISTRATION STATEMENT"), on Form S-1 S-4 or such other appropriate form not later than 90 days after the Effective Time to register the Registered Shares. (including ii) In the event that any successor of the Registered Shares cannot be sold pursuant to the Registration Statement or are not eligible for sale pursuant to Rule 144, subject to the volume and manner of sale requirements of Rule 144, commencing one year from the Closing Date (the "REGISTRATION CONDITIONS"), the Participating Intrex Shareholders shall have the demand registration rights provided in this Section 3.6. If at any time during the period commencing upon the expiration of the No-Sale Period (as such term is defined in the Lock-Up Agreement attached as Exhibit 3.4 hereto) and ending two years thereafter, Registration Conditions exist, FiberChem covenants and agrees with the Participating Intrex Shareholders that, upon written request of the then holder(s) of at least 25% of the remaining shares of FiberChem Common Shares, the Company will file with the SEC as promptly as practicable and, in any event, within 45 days after receipt of such written request, on one occasion at FiberChem's sole expense, a registration statement covering (the "DEMAND REGISTRATION STATEMENT") and, together with the Registration Statement, on a form which would be available for the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A FiberChem Common Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 Participating Intrex Shareholders under the Securities Act; provided , registering or qualifying the FiberChem Common Shares requested to be so registered for sale. Such request shall specify the shares of FiberChem Common Shares intended to be sold and the intended method of disposition. FiberChem shall not, without the consent of the Participating Intrex Shareholders, grant to any person registration rights, that would entitle such holders to include any securities of FiberChem in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and Demand Registration Statement. (iii) FiberChem will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective the Registration Statements as promptly as practicable and to maintain the effectiveness of the Registration Statements for a period of two years thereafter, subject to subparagraph (v) below. (iv) FiberChem shall notify each Participating Intrex Shareholder upon discovery that, or upon the happening of any event as a result of which, the prospectus included in any of the Registration Statements includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; and, at the request of any Participating Intrex Shareholder, FiberChem shall promptly prepare and furnish to each Participating Intrex Shareholder a reasonable number of copies of a supplement or an amendment to such Resale Shelf prospectus as may be necessary. (v) FiberChem shall prepare and file with the SEC such amendments and supplements to the Registration Statements and the prospectuses contained therein as may be necessary to keep the Registration Statements effective and to comply with the provisions of the Securities Act with respect to the Purchaser’s Registrable Securities until the earliest disposition of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities securities covered by the Resale Shelf can Registration Statements until such time as all FiberChem Common Shares have been disposed of in accordance with the intended methods of disposition by the Participating Intrex Shareholders set forth in such Registration Statements; provided, that FiberChem shall not be required to maintain the effectiveness of any Registration Statement as to any shares of FiberChem Common Shares that may then be sold publicly by a Participating Intrex Shareholder in accordance with Rule 144. (vi) FiberChem shall furnish to each Participating Intrex Shareholder such number of preliminary and final prospectuses included in any of the Registration Statements and of each such amendment and supplement thereto as such Participating Intrex Shareholder may reasonably request. (vii) FiberChem shall use its best efforts to file in a timely manner all reports required to be filed with the SEC pursuant to Section 13 of the SECURITIES EXCHANGE ACT OF 1934, as amended, and shall otherwise maintain its eligibility to use Form S-3 and comply with the public information requirements of paragraph (c) of Rule 144. (viii) FiberChem shall indemnify and hold harmless the Participating Intrex Shareholders against any losses, claims, damages, liabilities, costs (including, without restriction limitation, the reasonable cost of preparation and attorney's fees) and reasonable expenses (collectively, "Losses") arising out of or limitation based upon any untrue statement or alleged untrue statement of a material fact contained in any of the Registration Statements or any prospectus or preliminary prospectus included therein or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based solely upon information furnished in writing to FiberChem by such Participating Intrex Shareholders expressly for use therein. (including without volume ix) In connection with any registration in which a Participating Intrex Shareholder is participating personally, and not in their capacity as an employee, officer or manner director of sale restrictions) under Rule 144 under FiberChem, such Participating Intrex Shareholder shall furnish to FiberChem in writing such information as FiberChem reasonably requests for use in connection therewith and agrees to indemnify and hold harmless FiberChem, its directors, officers, agents and employees and each person who controls FiberChem (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934) from and without against all losses arising out of or based upon any untrue statement of a material fact contained in any of the requirement Registration Statements or any prospectus or preliminary prospectus included therein or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in compliance any information so furnished in writing by such Participating Intrex Shareholder to FiberChem expressly for use in such Registration Statement, prospectus or preliminary prospectus and that such information was solely relied upon by FiberChem in preparation of such Registration Statement, prospectus or preliminary prospectus. In no event shall the liability of any Participating Intrex Shareholder hereunder be greater in amount than the dollar amount of the proceeds (net of the payment of all expenses) received by such Participating Intrex Shareholder upon the sale of shares of FiberChem Common Shares giving rise to such indemnification obligation. (x) FiberChem will pay all expenses of FiberChem and the Participating Intrex Shareholders in connection with Rule 144(c)(1the Registration Statement described in Section 3.6(i) under and one Demand Registration Statement described in Section 3.6(ii) above, in each instance exclusive of any underwriting discount or commission and the Securities Actfees and expenses of Participating Intrex Shareholders' legal counsel in connection with the sale of shares by the Participating Intrex Shareholders pursuant to such registration. (xi) FiberChem acknowledges that the registration rights provided in this SECTION 3.6 are also for the benefit of any of the Participating Intrex Shareholders permitted transferees.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued in the Offering and Warrant Shares (collectively "Registrable Securities"), shall prepare and file with the Commission a registration statement under the 1933 Act covering the Shares and Warrant Shares which are the subject of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are included in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form nox xxxxxxble for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least 15 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) its reasonable commercial efforts to cause the Resale Shelf to be declared effective within one hundred and twenty (120) days after the Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter and (iii) to maintain 1933 Act. The Company will register not less than a number of shares of common stock in the effectiveness of such Resale Shelf with respect aforedescribed registration statement that is equal to the Purchaser’s number of the Shares and Warrant Shares. The Registrable Securities until shall be reserved and set aside exclusively for the earliest benefit of (A) each Subscriber, and not issued, employed or reserved for anyone other than each Subscriber. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the date on which Company as necessary to register additional shares of Common Stock to allow the Purchaser or its assignee ceases to hold public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities covered by such Resale Shelfwill be included in the registration statement described in this Section 11.1(iv) except as disclosed on Schedule 11.1, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actwritten consent of Subscriber.

Registration Rights. Within thirty (30a) The Company, for a period of two years, will give written notice to each Holder of this Warrant or shares of Common Stock issued upon exercise of this Warrant (“Warrant Shares”) not less than 20 days after in advance of the Business Combination Closinginitial filing of any registration statement under the Securities Act of 1933, as amended (other than a registration statement pertaining to securities issuable pursuant to employee stock option, stock purchase, or similar plans or a registration statement pertaining to securities issuable in connection with the acquisition of a business, whether through a merger, consolidation, acquisition of assets, or exchange of securities), covering any Common Stock or other securities of the Company, and will afford the Holder the opportunity to have included in such registration statement all or such part of the Warrant Shares issued or issuable upon exercise of this Warrant, as may be designated by written notice to the Company not later than ten days following receipt of such notice from the Company. The Company shall be entitled to exclude the Warrant Shares held by or issuable to the Holder from any one, but not more than one, such registration if either the Company or the underwriter in connection with offering to be made pursuant to such registration statement in its sole discretion decides that the inclusion of such shares will materially interfere with the orderly sale and distribution of the securities being offered under such registration statement by the Company. Notwithstanding the foregoing, the Company shall use reasonable best efforts (i) not be entitled to file a exclude the Warrant Shares held by or issuable to the Holder if shares of other shareholders are being included in any such registration statement and, in such circumstances, the Holder shall be entitled to include the Warrant Shares held by or issuable to the Holder on Form S-3 a pro-rata basis in the proportion that the number of Warrant Shares of Common Stock held by or issuable to the Holder bears to the shares of Common Stock held by all other shareholders, including shares in such registration statement. The Holder shall not be entitled to include shares in more than two registration statements pursuant to the provisions of this Section (3)(e), and all rights of any similar shortholder under this Section (3)(e) shall terminate after the holder has included shares of Common Stock in two registration statements pursuant to this Section (3)(e). (b) The Company will pay all out-form of-pocket costs and expenses of any registration statement which effected pursuant to the provisions of Section 5(a), including registration fees, legal fees, accounting fees, printing expenses (including such number of any preliminary and the final prospectus as may be available at such timereasonably requested), blue sky qualification fees and expenses, and all other expenses, except for underwriting commissions or if discounts applicable to the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale shares of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired Common Stock being sold by the Purchaser after holder and the date fees of this Agreementcounsel for the Holder, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered which shall be paid by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActHolder.

Registration Rights. Within thirty (30) days after The Company hereby grants the Business Combination Closing, following registration rights to holders of the Securities. If the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the securities referred to in clauses Warrant Shares and the other shares of Common Stock held by or purchaseable by Subscriber as set forth on Schedule 11.1 (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to Rule 415 under an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities Act; provided in of its intention so to do. Upon the event written request of the holder, received by the Company files a Resale Shelf on Form S-1within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf have been so requested to be declared effective under included with the Securities Act promptly thereafter and (iii) securities to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities be covered by the Resale Shelf can registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). Unless instructed in writing to the contrary, the Subscribers hereby automatically exercise the registration rights granted in this Section 11.1. The Seller is hereby given the same rights and benefits as any other party identified in such registration. In the event that any registration pursuant to this Section 11.1 shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold publicly by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1 without restriction thereby incurring any liability to the Seller due to such withdrawal or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actdelay.

Registration Rights. Within thirty (30) days after On the Business Combination Closing Date, the Purchaser shall enter into a Registration Rights Agreement with the Sellers receiving Purchaser Common Stock at Closing, the Company shall use reasonable best efforts form of which will be mutually agreed upon in good faith by Purchaser and the Sellers prior to the Closing, and attached hereto as Exhibit D, which form will provide that: (i) subject to file a the resale restriction contained in the last sentence of this Section 6.09, Sellers will have "piggyback" registration rights with respect to the first registration statement on Form S-1 or Form S-3 or any similar short-form under the Securities Act filed by the Purchaser after the Closing (other than a registration statement which may be available at such timerelating solely to the sale of securities to participants in a Company stock plan, a registration pursuant to a Rule 145 transaction, or if a registration in which the Company only Purchaser Common Stock being registered is ineligible Purchaser Common Stock issuable upon conversion of debt securities which are also being registered), (ii) with respect to use any underwritten offering, such Form S-3, on Form S-1 (including any successor registration statement covering rights will be subject to underwriter cutback at the resale discretion of the Registrable Securities a “Resale Shelf”managing underwriter for the offering, and (iii) with respect to each Seller receiving Purchaser Common Stock, the registration rights shall terminate upon the earlier of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising day immediately after the Forward Purchase Securities, one year anniversary of the Closing Date or (y) any other Class A Shares that such date as all Purchaser Common Stock received by such Seller hereunder may be acquired by sold under Rule 144. Such Registration Rights Agreement shall also contain other customary terms, conditions and restrictions applicable to such "piggyback" registration rights. The Sellers receiving Purchaser Common Stock at Closing hereby agree that they will not transfer, sell or otherwise dispose of the shares of Purchaser Common Stock they receive at Closing at any time prior to that date which is six (6) months after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActClosing Date.

Registration Rights. Within thirty (30) days after In addition to the Business Combination Closingspecific registration rights set forth in this Agreement, in the Company name of and on behalf of Pledgor, Lender shall use reasonable best efforts have the right to exercise Pledgor's Registration Rights with respect to any Pledged Units then owned by Pledgor and held by Lender, including without limitation (i) subject to the terms and conditions of the Registration Rights Agreement, the right to enforce the applicable provisions of the Registration Rights Agreement pertaining to HCPI's obligation to file with the commission a registration statement on Form S-3 (the "Issuance Registration Statement") covering, among other things, the issuance to Lender of REIT Shares issued or any similar short-form registration statement which may to be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired issued by the Purchaser after the date Down REIT Sub upon exchange of this Agreement, including any time after the Business Combination Closing, those Pledged Units described on Exhibit E attached hereto and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) naming Lender as a "Selling Shareholder" thereunder and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) the right to cause request, at the Resale Shelf times and in the manner set forth in the Registration Rights Agreement, HCPI to be declared effective register for sale under the Securities Act promptly thereafter and any Pledged Shares issuable or issued upon exchange of Pledged Units; provided, however, that, in the case of a Demand Registration pursuant to Section 3.1(a) of the Registration Rights Agreement, the Down REIT Sub agrees that Lender shall not be subject to the once-every-twelve-months limitation set forth in clause (iiii) to maintain thereof (provided that if at any time Lender has exercised a Demand Registration right in the effectiveness previous twelve month period, for which the Down REIT Sub or HCPI has paid the expenses thereof, as provided in Section 3.4 of the Registration Rights Agreement, Lender shall pay the expenses described in Section 3.4 of the Registration Rights Agreement in connection with the filing of such Resale Shelf Demand Registration), nor shall Lender be subject to the $1,000,000 minimum requirement referred to in clause (ii) thereof if Lender is exercising Demand Registration Rights with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered Pledged Shares it owns or has the right to acquire upon an Exchange. Pledgor hereby irrevocably appoints Lender as his attorney-in-fact to exercise any such Registration Rights, and irrevocably instructs HCPI to honor any such exercise by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Lender of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActPledgor's Registration Rights.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) The Company shall file with the Commission a Form S-3 registration statement (or such other form that it is eligible to use), or a post-effective amendment to such registration statement previously filed (the “Registration Statement”), in order to register the Registrable Securities for resale and distribution under the 1933 Act, within forty-five (45) calendar days after the Business Combination ClosingClosing Date (the “Filing Date”), and use its best efforts to cause the Registration Statement to be declared effective not later than one hundred and twenty (120) calendar days after the Closing Date (the “Effective Date”). At the Effective Date, the Company shall use reasonable best efforts (i) will register not less than a number of shares of Common Stock in the Registration Statement that is equal to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale 100% of the Registrable Securities a “Resale Shelf”) Shares issued and issuable upon conversion of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security all of the Company Notes and 100% of the Warrant Shares issuable upon exercise of the Warrants, in each case issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization on applicable Closing Date (collectively, the “Registrable Securities”). The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will promptly be amended or additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement registering the Initial Registrable Securities (as defined in Section 11.1(ii)) is declared effective by the Commission (“Actual Effective Date”), but before the End Date, the Company has registered for unrestricted resale on behalf of the Subscribers for thirty or more consecutive days less than the number of shares of Common Stock required to be registered as described in this Section 11. Except for Common Stock described on Schedule 11.1, no other securities of the Company will be included in the Registration Statement other than the Registrable Securities. (ii) The amount of Registrable Securities required to be included in the initial Registration Statement as described in Section 11.1(i) (“Initial Registrable Securities”) shall be not less than 100% of the maximum amount of Common Stock which may be included in a Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 under of the 1933 Act (“Rule 415 Amount”). In the event that less than all of the Registrable Securities Act; provided are included in the event Registration Statement as a result of the limitation described in this Section 11.1(ii), then the Company files will file additional Registration Statements each registering the Rule 415 Amount (each such Registration Statement, a Resale Shelf “Subsequent Registration Statement”), seriatim, until all of the Initial Registrable Securities have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, thirty (30) and ninety (90) days after the first day such Subsequent Registration Statement may be filed without objection by the Commission based on Form S-1Rule 415 of the 1933 Act. (iii) Unless otherwise instructed in writing by a holder of Registrable Securities and only if the initial Registration Statement does not include all of the Registrable Securities, the Registrable Securities will be registered on behalf of each such holder in the Registration Statements based on Common Stock issuable upon conversion or exercise of Notes and Warrants, in the following order and priority: (A) Notes (based on the multiple set forth above). (B) Warrants issued to the Subscribers at any time based on exercise prices, with the lower exercise priced Warrant Shares being registered first and then the higher exercise priced Warrant Shares. In the case of Warrants with the same exercise prices but different issue dates, the later issued Warrants will be registered first. (C) Warrant Shares issuable upon not yet issued Warrants. (iv) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Closing Date, but not later than two years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall convert prepare and file with the Form S-1 Commission a registration statement under the 1933 Act registering the Registrable Securities which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(iv) and 11.1(v), “Registrable Securities” shall not include Securities which (A) are registered for resale in an effective registration statement, (B) are included for registration in a pending registration statement, (C) have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act, or (D) are not yet required to be included in a Form S-3 as soon as practicable Registration Statement. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten days after the Company is eligible gives such written notice. Such other requesting record holders shall be deemed to use Form S-3, have exercised their demand registration right under this Section 11.1(iv). (iiv) If the Company at any time proposes to cause the Resale Shelf to be declared effective register any of its securities under the Securities 1933 Act promptly thereafter and (iii) for sale to maintain the effectiveness public, whether for its own account or for the account of such Resale Shelf other security holders or both, except as described on Schedule 11.1 or with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Purchaser’s Registrable Securities until for sale to the earliest public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least five (5) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (A10) days after the date on giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the Purchaser securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the “Seller” or “Sellers”). In the event that any registration pursuant to this Section 11.1(v) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(v) without thereby incurring any liability to the Seller. (vi) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(iv), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its assignee ceases securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to hold have been given pursuant to Section 11.1(v) rather than Section 11.1(iv), and the rights of the holders of Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(v). (vii) Priority shall be given to Common Stock issuable upon conversion of actual outstanding Notes ahead of Warrant Shares. The foregoing notwithstanding, (B) the date all of the Purchaser’s Registrable Securities covered by shall be allocated and registered pro rata among the Resale Shelf can Subscribers based upon their initial investments in the Offering. (viii) Notwithstanding the foregoing provisions of this Agreement to the contrary, in no event shall the Company be sold publicly without restriction required to register in any Registration Statement more Registrable Securities than the Company is authorized to issue under its certificate of incorporation, and the failure to register such Registrable Securities shall not be considered a default or limitation (including without volume an Event of Default under this Agreement or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actany other Transaction Document.

Registration Rights. Within thirty (30a) days after the Business Combination ClosingOn or before May 15. 1997, the Company shall use reasonable best efforts (i) to file a registration statement on under the Act ("Registration Statement") with the Commission registering for resale the Shares, the Additional Shares, if any, that have been issued to the Holders, and the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the "Registrable Securities"). The Company will use its best efforts to have such registration statement declared effective promptly thereafter. (b) In addition to the registration rights granted in subsection (a) above, (i) the Holders and the holders of the Warrants ("Warrantholders") shall have the right to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-3 S-8 or any similar short-form equivalent form), and (ii) upon the request, on one occasion, of the holders of more than 50% of any Additional Shares which may have been issued pursuant to Section 4.3 hereof and which have not been registered pursuant to Section 4.4(a) hereof ("Additional Registrable Securities"), the Company shall file a registration statement which may be available at under the Act with the Commission registering for resale such timeAdditional Registrable Securities. (c) The Company shall bear all fees and expenses attendant to registering the Registrable Securities and any Additional Registrable Securities, or if including, without limitation, the Company is ineligible fees (not to use such Form S-3exceed $5,000) and expenses of one special counsel for the selling securityholders, on Form S-1 (including but the Holders shall pay any successor registration statement covering and all underwriting commissions in connection with the resale sale of the Registrable Securities and any Additional Registrable Securities. The Company agrees to use its best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities and any Additional Registrable Securities in such States as are reasonably requested by the Holders and the Warrantholders; provided, however, that in no event shall the Company be required to register the Registrable Securities or Additional Registrable Securities in a “Resale Shelf”) of State in which such registration would cause (xi) the Class A Shares and Warrants Company to be obligated to register or license to do business in such State, or (and underlying Class A Sharesii) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security principal stockholders of the Company issued or issuable with respect to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the securities referred rights granted under this Section 4.4 to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the date on by which all of the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfand Additional Registrable Securities, if any, have been sold pursuant to the registration statement, or (Bii) the date by which all of the Purchaser’s Registrable Securities covered or Additional Registrable Securities, if any, are eligible for resale without restriction pursuant to Rule 144(k) promulgated under the Act. (d) Notwithstanding Section 4.4(b)(i) hereof, if the offering with respect to which a registration statement is filed is managed by an independent underwriter, then (i) if in the reasonable judgment of the managing underwriter, which shall be evidenced by a writing delivered to each Holder and each Warrantholder, the sale of the Registrable Securities or the Additional Registrable Securities in connection with the proposed offering would have a material adverse effect on the offering, the Holders and Warrantholders shall not sell their Registrable Securities or Additional Registrable Securities under such registration statement until 90 days after the effective date of such registration statement without the consent of the managing underwriter, and (ii) if securities are to be registered for the benefit of any other selling security holder ("Selling Holder"), each Holder and each Warrantholder shall be entitled to sell immediately under such registration statement a percentage of the total number of Registrable Securities and Additional Registrable Securities of a particular class of securities owned by him equal to the highest percentage of that class to be sold under such registration statement (vis-a-vis the total number of securities of that class owned) by any such Selling Holder, with the Holder or Warrantholder being entitled to sell the balance of his Registrable Securities and/or Additional (e) The Company shall indemnify the holder(s) of the Registrable Securities or Additional Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement other than arising from information set forth therein furnished by or on behalf of such holders or their successors or assigns in writing for specific inclusion in such registration statement. The holder(s) of the Registrable Securities or Additional Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such holders, or their successors or assigns, in writing, for specific inclusion in such registration statement. (f) Nothing contained in this Agreement shall be construed as requiring the Warrantholders to exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof. (g) Each of the Holders and Warrantholders participating in any of the foregoing offerings shall furnish to the Company a complete, accurate and executed questionnaire provided by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Company requesting information customarily sought of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actselling securityholders.

Registration Rights. Within thirty (30a) days after Eastern shall prepare and, on the Business Combination Closing, the Company shall use reasonable best efforts later of (i) to February 28, 1998, or (ii) the fifteenth day following the Closing Date, file with the SEC a registration statement on Form S-3 (or other appropriate form, if Form S-3 is not available under Rule 415 of the Act) the "Registration Statement") to effect a registration of one-third of the EESI Stock and any similar short-form registration statement which may be available at common stock or other securities issued or issuable in respect of such timeshares of common stock by way of combination of shares, merger, consolidation or if the Company is ineligible to use such Form S-3other reorganization, on Form S-1 stock dividend or stock split or other stock distribution, recapitalization or reclassification (including any successor registration statement "Registrable Securities") covering the resale of the Registrable Securities. The Registrable Securities a “Resale Shelf”) shall be allocated pro rata --- ---- among the Sellers based on the number of (x) shares of EESI stock held by each Seller, unless otherwise agreed to in writing by the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Sellers. As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities when (yi) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable a Registration Statement with respect to the resale of such Registrable Securities shall have become effective under the Act and such securities referred shall have been disposed of in accordance with such Registration statement, or (ii) such securities such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Eastern or disposition of them shall not require registration of them under the Act or any state securities or blue sky law then in force, or (iii) such securities shall have ceased to be outstanding. Eastern shall cause the Registration Statement to become effective as soon as possible. (b) Eastern will give written notice to the Sellers of the "shelf registration" at least 15 days before the Registration Statement is filed. After receiving the notice of the "shelf" registration, each Seller will advise Eastern in clauses writing of the intended method of disposition of the Registrable Securities to be registered. Notwithstanding the above, Eastern's obligation to file the Registration Statement and/or keep the shelf registration continuously effective shall be suspended during any period that there exists material, non- public information relating to Eastern. (xc) Eastern represents and warrants that it meets the requirements for the use of Form S-3 for registration of the resale by Sellers of the Registrable Securities and Eastern shall file all reports required to be filed by eastern under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations adopted thereunder in a timely manner so as to maintain such eligibility for the use of Form S-3. (yd) The Registration Statement (and each amendment thereto) shall be provided to a representative of the Sellers (the "Sellers' Representative") and counsel to the Sellers prior to its filing. The Sellers' Representative shall be one of the Sellers appointed by way of a share capitalization or share split or the Sellers to act in such capacity in connection with this Agreement and the transactions contemplated hereby. Sellers shall agree to the selection of a combination Sellers' Representative and shall notify Eastern of sharesthe identity of the Sellers' Representative in writing prior to the Closing Date. (e) So long as any Seller beneficially owns any of the EESI stock, recapitalizationEastern shall timely file all reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder. Upon the request of any Seller, mergerEastern will deliver to such Seller a written statement as to whether it has complied with such requirements. (f) Eastern will take all action necessary to list and to continue the listing and trading of its common stock, consolidation including the EESI stock as and when eligible, on the Nasdaq Stock Market or reorganization other nationally recognized stock market, and will comply in all respects with Eastern's reporting, filing and other obligations under the bylaws or rules of the National Association of Securities Dealers, Inc. (collectively, "NASD") and such exchange. (g) Upon any registration under the “Act of any of the Registrable Securities”, Eastern shall indemnify Sellers in accordance with the provisions of Article IX from and against any and all losses, claims, damages and liabilities (collectively a "Security Liability") pursuant to Rule 415 which Sellers may become subject under the Act, any state securities or "blue sky" law, any other statute or at common law, insofar as such Security Liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto or any filing or other application under the Act or applicable federal or state securities law or (ii) any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any Registration Statement, prospectus, application or filing) or necessary in order to make the statements therein not misleading or (iii) any violation or alleged violation by Eastern to which such Seller may become subject under the Act, or other Federal or state laws or regulations, at common law or otherwise. Notwithstanding the above, Eastern shall not be liable to Sellers if and to the extent that any Security Liability arises out of or is based upon any untrue statement or omission made in such registration statement, preliminary or final prospectus or amendment or supplement thereto, in reliance upon and in conformity with information furnished to Eastern by Sellers which is intended for such use; and provided further, that Eastern shall not be required to indemnify Sellers against any Security Liability which arises out of the failure of Sellers to deliver a prospectus. (h) All expenses incurred in effecting the event the Company files a Resale Shelf on Form S-1registrations provided for in this Section 6.2 shall be paid by Eastern, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3including, without limitation, (i) all SEC and stock exchange or NASD registration and filing fees, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter printing, messenger and delivery expenses, (iii) to maintain fees and disbursements of counsel for Eastern and of its independent public accountants, (iv) underwriting expenses (other than commissions or discounts which shall be shared by the effectiveness parties registering shares of such Resale Shelf with respect Eastern's common stock in proportion to the Purchaser’s Registrable Securities until number of shares registered in each particular offering), and (v) expenses of complying with the earliest securities or "blue sky" laws of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actany jurisdictions.

Registration Rights. Within thirty (30a) days after The Registrable Warrant Shares will not be included among the Business Combination Closingshares of Common Stock registered in the Initial Registration Statement. However, the Company shall use reasonable best efforts will include the Registrable Warrant Shares in any registration statement filed by it under the Act after the Initial Registration Statement. (b) In addition to the piggyback registration rights set forth in Section 6(a) immediately above, beginning on the earlier of (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if six months after the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale effective date of the Registrable Securities a “Resale Shelf”Initial Registration Statement or (ii) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser nine months after the date of this Agreement, including any time the Company shall, except as hereafter in this Section 6 provided, upon Xxxxxxxx’x written demand file a registration statement under the Act registering and qualifying the Registrable Warrant Shares for sale in the public securities markets. The Company agrees to have the registration statement it files in response to Xxxxxxxx’x written demand declared effective no later than 120 days after the Business Combination Closingdate of Xxxxxxxx’x written demand. (c) The Company shall file post-effective amendments to such registration statement which registers the Registrable Warrant Shares or additional registration statements, so that the Registrable Warrant Shares shall continue to be registered under the Act and (z) therefore qualified for sale in the public securities markets. Provided, however, that anything in this Section 6 to the contrary notwithstanding the Company’s obligation to register any other equity security of the Company issued or issuable with respect Registrable Warrant Shares and to continue to have such Registrable Warrant Shares registered so as to qualify them for sale in the public securities referred to in clauses markets, shall terminate on the earlier of (x) and the sale of all such Registrable Warrant Shares in the public securities market or (y) when all such Registrable Warrant Shares may be sold in the public securities markets by way application of Rule 144-k promulgated under the Act. (d) Further provided, however, that the Company’s obligation to register the Registrable Warrant Shares pursuant to the provisions of paragraphs (a) or (b) of this Section 6 shall be deferred but only for the number of Registrable Warrant Shares that the registration of such Registrable Warrant Shares would prevent shares of the Company’s common stock owned by, or that could be acquired by (i) Xxxx Capital as a result of Xxxx Capital’s conversion of the Company’s Series A-1 Convertible Preferred Stock owned by Xxxx Capital, or (ii) by the holders of the Company’s Series A Convertible Preferred Stock as a result of such holders conversion of their Series A Convertible Preferred Stock, or (iii) by the holders of the Company’s Series M Warrants as a result of such holders exercise of their Series M Warrants, which the Company is required to register under the Act pursuant to the terms of a share capitalization Registration Rights Agreement entered into by the Company with Xxxx Capital and such holders of the Company’s Series A Convertible Preferred Stock and the holders of such Series M Warrants, dated on or share split or in connection with a combination about the date of sharesthis Agreement, recapitalization, merger, consolidation or reorganization (collectively, being registered under the “Registrable Securities”) pursuant to Act because of the Securities and Exchange Commission’s application of Rule 415 under the Securities Act; provided in . In such situation the event Company’s obligation to register the Company files a Resale Shelf Registrable Warrant Shares shall be deferred only until the time when the Company’s obligation to register shares of its common stock owned or that could be acquired by Xxxx Capital and by the holders of such Series A Convertible Preferred Stock and such Series M Warrants upon conversion or exercise of such Ortec securities, would no longer be affected by the registration of the Registrable Warrant Shares. (e) Xxxxxxxx’x Warrants shall provide that the cashless exercise provisions of Xxxxxxxx’x Warrants may be exercised by the holder of Xxxxxxxx’x Warrants at any time beginning on Form S-1, the Company shall convert date which is the Form S-1 to a Form S-3 as soon as practicable after earlier of (i) one year from the Company is eligible to use Form S-3, date of this Agreement or (ii) if the registration statement demanded by Xxxxxxxx pursuant to cause the Resale Shelf to be paragraph (b) of this Section 6 is not declared effective under within such 120-day period, immediately after the Securities Act promptly thereafter and (iii) to maintain the effectiveness expiration of such Resale Shelf with respect 120-day period. Provided, however, that the right to exercise such cashless exercise provision will not preclude Xxxxxxxx from asserting and prosecuting any other claim he may have against the Company for the Company’s failure to have such registration statement declared effective in such 120-day period as required by such paragraph (b). (f) The Company’s obligation to register the Registrable Option Shares shall be the same as the Company’s obligations to register the Common Stock issuable upon conversion of any other shares of Series A Convertible Preferred Stock or upon the exercise of any other Series M Warrants pursuant to the Purchaser’s Registrable Securities until the earliest of (A) Registration Rights Agreement dated on or about the date on which of this Agreement among the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) Company and the date all holders of the PurchaserCompany’s Registrable Securities covered Series A Convertible Stock sold in the Private Placement. Xxxxxxxx shall have all the rights of, and be entitled to all payments payable by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Company to, the holders of sale restrictions) under Rule 144 under the Securities Act and without the requirement Company’s Series A Convertible Preferred Stock who are parties to be in compliance with Rule 144(c)(1) under the Securities Actsuch Registration Rights Agreement as if Xxxxxxxx was a party thereto.

Registration Rights. Within thirty (30a) Pursuant to a registration rights agreement among the Company, from and after the Release, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"), the Company will be obligated to consummate an exchange offer (the "Exchange Offer") pursuant to which the Holder of this Note shall have the right to exchange this Note for Notes which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. (b) If (i) within 210 days after the Business Combination Closingissue date of the Notes, the Company shall use reasonable best efforts Exchange Offer Registration Statement, has not been filed with the Commission; (iii) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if within 270 days after the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale issue date of the Registrable Securities a “Resale Shelf”Notes, the Exchange Offer Registration Statement, has not been declared effective; (iii) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser within 300 days after the issue date of this Agreementthe Notes, including any time the Exchange Offer has not been consummated; or (iv) after either the Business Combination ClosingExchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, and such Registration Statement thereafter ceases to be effective or useable (z) any other equity security subject, in the case of the Company issued or issuable with respect Shelf Registration Statement, to the securities exceptions set forth in the Registration Rights Agreement) in connection with resales of the Notes or Exchange Securities in accordance with and during the periods specified in Sections 2 and 3 of the Registration Rights Agreement (each such event referred to in clauses (xi) through (iv), a "Registration Default"), additional interest ("Additional Interest") will accrue on the Notes and the Exchange Securities (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect addition to the Purchaser’s Registrable Securities until stated interest on the earliest of (ANotes and the Exchange Securities) from and including the date on which the Purchaser or its assignee ceases any such Registration Default shall occur to hold Registrable Securities covered by such Resale Shelf, (B) but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at an initial rate of 0.25% per annum of the Purchaser’s Registrable Securities covered aggregate principal amount of the Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner 0.25% per annum which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act1.00% per annum.

Registration Rights. Within thirty (30a) days At any time after the Business Combination Closingearlier to occur of (i) the second anniversary of the date of this Agreement or (ii) the date on which the Company publicly announces the approval by its Board of Directors of the sale, merger or consolidation of the Company, or the sale of substantially all of the assets of the Company, to, into or with another Person (each of the foregoing referred to herein as an “Event”, and collectively, as the “Events”), the Purchaser may notify the Company in writing (a “Notice of Sale”) that it intends to sell the Shares (“Proposed Sale”) and request in writing that the Company file a registration statement under Rule 415 of the Securities Act (the “Registration Statement”), which Registration Statement shall provide for the resale of all of the Shares held by the Purchaser and/or any of its Affiliates. (b) In the event that the Company’s outside legal counsel and Purchaser’s legal counsel agree that the Proposed Sale of Shares by Purchaser may be completed without registration in compliance with Rule 144 of the Securities Act, then the Company shall not be required to file a Registration Statement as set forth above. If, however, either the Company’s outside legal counsel or Purchaser’s legal counsel concludes that the Proposed Sale may not be completed without registration in compliance with Rule 144 of the Securities Act, then the Company shall use commercially reasonable best efforts (i) to as promptly as practical but in no event more than ten (10) business days after the receipt of a Notice of Sale, file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase SecuritiesRxxxxxxxxxxx Xxxxxxxxx, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (iixx) to cause the Resale Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly as practicable thereafter and (iii) to maintain keep the effectiveness of such Resale Shelf with respect to Registration Statement continuously effective, supplemented and amended for a period (the Purchaser’s Registrable Securities until “Effective Period”) ending on the earliest earlier of (A) second anniversary of the effective date of the Registration Statement and (B) the date on which all Shares have been sold pursuant to the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation Registration Statement. The Registration Statement and any post-effective amendment thereto (including without volume the prospectus contained therein or manner any prospectus supplement thereto) shall comply, at the time it becomes effective, in all material respects with the rules and regulations of sale restrictions) under Rule 144 under the Securities Act and without the requirement Exchange Act and will not at any time during the Effective Period contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall supplement and amend the Registration Statement if required by the rules or regulations of the Securities Act or the Exchange Act. The Company agrees to take any and all other actions reasonably requested by Purchaser to aid Purchaser’s sale and distribution of the Shares pursuant to the Registration Statement including, without limitation, actions related to compliance with Rule 144(c)(1) under applicable state blue sky or other state securities laws (provided that the Company will not be required to qualify to do business or consent to the service of process in any such jurisdictions), listing of the Shares on AMEX or any successor market and further compliance with the rules and regulations of the Securities ActAct and any other securities laws, and rules and regulations related thereto. Purchaser acknowledges that the Company has incurred, and may incur in the future, contractual obligations to other parties relating to the registration of Company securities and that the Registration Statement required to be filed in accordance with this Section 3.2 may be subject to inclusion of shares held by third parties pursuant to their respective registration rights agreements. (c) Notwithstanding the foregoing section, if the Company shall furnish to the Purchaser and/or any of its Affiliates a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental or impractical to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the one time right to defer such filing for a period of not more than thirty (30) days from the date such registration statement would otherwise have to be filed pursuant to Section 3.2(b) above, provided, however, that the deferral right set forth in this Section 3.2(c) may only be utilized in the context of a Registration Statement request made pursuant to Section 3.2(a)(i) above and not in connection with a Registration Statement request made pursuant to Section 3.2(a)(ii) above.

Registration Rights. Within thirty (30a) days after If the Business Combination ClosingCompany receives a request signed by one or more Holders that collectively hold at least 20% of the Common Stock then outstanding (all such persons making such request being hereinafter referred to in this Section 4 as the "Initiating Holders") stating that such Initiating Holders propose to sell or distribute publicly not less than 20% of the Common Stock then outstanding and that such Initiating Holders desire to have such Common Stock registered under the Act in connection with such proposed sale or distribution, the Company shall as soon as practicable use reasonable its best efforts (i) to file a an appropriate registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if under the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement Act covering the resale of Common Stock and the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued proposed sale or issuable with respect to the securities distribution referred to in clauses (x) such notice and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 cause such registration to become effective under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 Act as soon as practicable after the filing thereof. As promptly as practicable after receiving such request, the Company shall give written notice thereof to all Holders other than Initiating Holders and such other Holders shall, by notice to the Company given within fifteen (15) days after the giving of notice by the Company, be entitled to have any Common Stock which they then propose to sell or distribute publicly registered under such registration statement as if they were Initiating Holders. The Company may include in any such registration statement other shares of Common Stock. The Holders shall not be entitled to make a request pursuant to this subsection (a) on more than two occasions, provided that the registrations so requested are actually effected. With the exception of the initial registration of Common Stock pursuant to the Act, the Company shall not be required to effect a registration pursuant to this subsection (a) (other than on Form S-3 or a similar short form if then permitted) until a period of twelve months shall have elapsed from the effective date of the most recent previous registration which was not effected on Form S-3 or similar short form, unless in the case of a registration, notice of which shall have been given pursuant to subsection (b), any Holder shall have been prevented from including in such previous registration at least 50% of the Common Stock which such Holder requested to have included, in which case such period shall be six months. The right of the Initiating Holders to request a registration of Common Stock pursuant to this subsection (a) shall not apply to any Holder to whom the Company shall deliver an opinion of its counsel that all of the Common Stock which such Holder proposes to sell may lawfully be sold or distributed publicly without registration within a period of six months commencing on the date which is eligible sixty days after the date of such Holder's registration request. (b) Subject to use the provisions herein, if the Company at any time proposes to register any of its securities under the Act, whether or not for sale for its own account, on a form and in a manner which would permit registration of Common Stock for a public offering under the Act (other than registration on Form S-3S-4 or Form S-8 or any successor form thereto), the Company shall give written notice of the proposed registration to each Holder at least 30 days prior to the filing thereof, and each Holder shall have the right to request that all or any part of its Common Stock be included in such registration by giving written notice to the Company within fifteen (15) days after the giving of such notice by the Company (any Holder giving the Company a notice requesting that Common Stock owned by it be included in such proposed registration being hereinafter referred to in this Section 4 as a "Registering Holder"); provided, however, that (i) if the registration is an underwritten primary registration on behalf of the Company and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which all Registering Holders and all other security holders of the Company, pursuant to contractual rights to participate in such registration ("Other Holders"), propose to include in such registration statement exceeds the maximum amount of securities that should be included therein, the Company will include in such registration, first, the shares which the Company proposes to sell and, second, the Common Stock proposed to be sold by such Registering Holders and Other Holders, pro rata among all such Registering Holders and Other Holders, taken together, on the basis of the relative equity interests in the Company of all Registering Holders and Other Holders who have requested that securities owned by them be so included (it being agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation in such registration of all Registering Holders and Other Holders), and (ii) if the registration is an underwritten secondary registration on behalf of any of the Other Holders pursuant to cause demand registration rights and the Resale Shelf managing underwriters determine that the aggregate amount of securities which all Registering Holders and all Other Holders propose to include in such registration exceeds the maximum amount of securities that should be included therein, the Company will include in such registration, first, the securities to be declared sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof), second, any securities to be sold for the account of the Company, and, third, the Common Stock of such Registering Holders and Other Holders electing to include (but not being entitled to demand inclusion of) securities in such registration, pro rata among all such Registering Holders and Other Holders, taken together, on the basis of the relative equity interests in the Company of all Registering Holders and such Other Holders who have requested that securities owned by them be included (it being agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation therein of all such Registering Holders and Other Holders not entitled to demand inclusion of securities in such registration). Common Stock proposed to be registered and sold for the account of any Registering Holder shall be sold to prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and/or Other Holders demanding registration and the prospective underwriters. The Registering Holders shall be permitted to withdraw all or a part of the shares of Common Stock held by such Registering Holders which were to be included in such registration at any time prior to the effective under the Securities Act promptly thereafter and (iii) date of such registration. The Company shall not be required to maintain the effectiveness of the registration statement for such Resale Shelf registration beyond the earlier to occur of 120 days after the effective date thereof or consummation of the distribution by the Registering Holders included in such registration statement. The Company may withdraw any registration statement at any time before it becomes effective, or postpone the offering of securities, without obligation or liability to any Holder. (c) In connection with any registration of Common Stock under the Act pursuant to this Agreement, the Company will furnish each Holder whose Common Stock is registered thereunder with a copy of the registration statement and all amendments thereto and will supply each such Holder with copies of any prospectus included therein (including a preliminary prospectus and all amendments and supplements thereto), in such quantities as may be reasonably necessary for the purposes of the proposed sale or distribution covered by such registration. The Company shall not, however, be required to maintain the registration statement and to supply copies of a prospectus for a period beyond 120 days after the effective date of such registration statement and, at the end of such period, the Company may deregister any Common Stock covered by such registration statement and not then sold or distributed. In connection with any such registration of Common Stock, the Company will, at the request of the managing underwriters with respect thereto, use its best efforts to qualify such registered shares for sale under the securities laws of such states as is reasonably required to permit the distribution of such registered shares, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. (d) Notwithstanding any other provision of this Section 4, each Holder agrees that in the event of an underwritten public offering of Common Stock for the account of the Company, such Holder will not (and it shall be a condition to the rights of each Holder and the obligations of the Company under this Section 4 that such Holder does not) offer for public sale (other than as part of such underwritten public offering) any Common Stock during the 10 days prior to and such number of days (not in excess of 180) after the effective date of the registration statement in connection with such public offering as the underwriters and the Company may request in writing, without the consent of the underwriters. (e) All expenses, disbursements and fees incurred by the Company in connection with carrying out its obligations under this Section 4 shall be borne by the Company; however, each Holder shall pay (i) all costs and expenses of counsel for such Holder, if such counsel is not also counsel for the Company, (ii) all underwriting discounts, commissions and expenses and all transfer taxes with respect to the Purchaser’s Registrable Securities until Common Stock sold by such Holder, and (iii) all other expenses incurred by such Holder and incidental to the earliest sale and delivery of the Common Stock to be sold by such Holder. (Af) It shall be a condition of each Holder's rights hereunder to have Common Stock owned by such Holder registered that: (i) such Holder shall cooperate with the date on Company by supplying information and executing documents relating to such Holder or the securities of the Company owned by such Holder in connection with such registration; (ii) such Holder shall enter into any undertakings and take such other action relating to the conduct of the proposed offering which the Purchaser Company or the underwriters may reasonably request as being necessary to insure compliance with federal and state securities laws and the rules or other requirements of The National Association of Securities Dealers, Inc. or otherwise to effectuate the offering; and (iii) such Holder shall execute and deliver an agreement to indemnify and hold harmless the Company, each of its assignee ceases directors, each of its officers who has signed the registration statement, any underwriter (as defined in the Act), and each person, if any, who controls the Company or such underwriter within the meaning of the Act, against such losses, claims, damages or liabilities (including reimbursement for legal and other expenses) to hold Registrable Securities covered which the Company or any such director, officer, underwriter or controlling person may become subject under the Act or otherwise, in such manner as is customary for registrations of the type then proposed and, in any event, equivalent in scope to indemnities given by the Company in connection with such registration, but only with respect to information furnished by such Resale ShelfHolder in writing in connection with such registration (and provided further that the foregoing indemnities shall be limited to the aggregate amount of proceeds received by such Holder pursuant to the sale of shares in such registration). (g) In the event of any registration under the Act of any Common Stock pursuant to this Section 4, the Company hereby agrees to indemnify and hold harmless each Holder disposing of such Common Stock against such losses, claims, damages or liabilities (Bincluding reimbursement for legal and other expenses) to which such Holder may become subject under the date all Act or otherwise, in such manner as is customary for registrations of the Purchaser’s Registrable Securities covered type then proposed, but not with respect to information furnished by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be such Holder in compliance writing in connection with Rule 144(c)(1) under the Securities Actsuch registration.

Registration Rights. Within At any time after the execution of this Agreement, if the Company determines that it will file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing securities holders) on any form that would also permit the registration of the Warrant Shares and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its securities to be sold for cash, at such time the Company will, within forty-five (45) days following such determination, give the Holder written notice by registered mail of such determination setting forth the date on which the Company proposes to file such registration statement, which date will be no earlier than thirty (30) days from the date of such notice, and advising the Holder of its right to have its Warrant Shares included in such registration. Upon the written request of the Holder received by the Company no later than thirty (30) days after the Business Combination Closingdate of the Company's notice, the Company shall will use all reasonable best efforts to cause to be registered under the 1933 Act all of the Warrant Shares that the Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent), the total amount of such securities to be so registered, including such Warrant Shares, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at the then current value of such timesecurities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of the Warrant Shares to be offered for the accounts of the Holder will be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other persons which have registration rights which are pari passu with the Holder as well as the Company, such reduction will not represent a greater fraction of the number of securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons which have rights pari passu with the Holder, other than the Company is ineligible over the amount of securities they intended to use such Form S-3offer. Notwithstanding the foregoing, on Form S-1 (including any successor registration statement covering the resale rights of the Registrable Securities a “Resale Shelf”) Holder set forth in this Section shall, only in the event of (x) an underwritten public offering of the Class A Shares Company's securities, be subordinate to the rights of such shareholders and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security warrantholders of the Company issued or issuable with respect to who have previously received registration rights from the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActCompany.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Business Combination ClosingClosing Date, but not later than two (2) years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 or any similar short-form under the 1933 Act registering the Registrable Securities, as defined in Section 11.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are (A) registered for resale in an effective registration statement which may be available at such timestatement, (B) included for registration in a pending registration statement, or if (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrabxx Xxxxxities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or holder of Registrable Securities ("HOLDER") pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SELLER" or "SELLERS"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a Form SB-2 registration statement (the "REGISTRATION STATEMENT") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within forty-five (45) calendar days after the Initial Closing Date (the "FILING DATE"), and use its commercially reasonable efforts to cause to be declared effective not later than one-hundred and twenty (B120) calendar days after the date Initial Closing Date (the "EFFECTIVE DATE"). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 175% of the Shares issuable upon conversion of all of the Purchaser’s Notes issuable to the Subscribers, and 100% of the Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants (collectively the "REGISTRABLE SECURITIES"). The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of the Subscriber, or as described on SCHEDULE 11.1 hereto, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (including without volume or manner "ACTUAL EFFECTIVE DATE") the Company has registered for unrestricted resale on behalf of sale restrictions) under Rule 144 the Subscribers fewer than 125% of the amount of Common Shares issuable upon full conversion of all sums due under the Securities Act Notes and without 100% of the requirement to be in compliance with Rule 144(c)(1) under Warrant Shares issuable upon exercise of the Securities ActWarrants.

Registration Rights. Within thirty (30) days after Pursuant to the Business Combination ClosingRegistration Rights Agreement, the Company shall use reasonable best efforts (i) will be obligated upon the occurrence of certain events to file a registration statement on Form S-3 or any similar short-form registration statement consummate an exchange offer pursuant to which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale Holders of the Registrable Securities a “Resale Shelf”) of (x) Series A Notes shall have the Class right to exchange the Series A Shares and Warrants (and underlying Class A Shares) comprising Notes for the Forward Purchase SecuritiesCompany's 12% Senior Notes due 2003, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this AgreementSeries B, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 which have been registered under the Securities Act; provided , in like principal amount and having terms identical in all material respects as the Series A Notes. The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the Company files a Resale Shelf terms of the Registration Rights Agreement. ICF Xxxxxx International, Inc. 0000 Xxx Xxxxxxx Fairfax, Virginia 22031-1207 Attention: Executive Vice President and Chief Financial Officer Reverse - 6 GUARANTEE (a) the full and prompt payment of the principal of and premium, if any, on Form S-1any Note when and as the same shall come due and payable, whether at the Company stated maturity thereof, by acceleration, redemption or otherwise and (b) the full and prompt payment of any interest on any Note when and as the same shall convert become due, according to the Form S-1 to a Form S-3 terms of such Note and the Indenture. No stockholder, officer, director or incorporator, as soon such, past, present or future, of any Guarantor shall have any liability under this Guarantee by reason of his or its status as practicable after such stockholder, officer, director or incorporator. The Guarantees shall not be valid or obligatory for any purpose until the Company is eligible to use Form S-3, (ii) to cause certificate of authentication on the Resale Shelf to be declared effective Notes upon which the guarantees are noted shall have been executed by the Trustee under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered indenture by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner manual signature of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.its authorized officers. CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC. Attest: BY: ------------------------ --------------------------------------- Name: Title: ICF XXXXXX GOVERNMENT PROGRAMS, INC. Attest: BY: ------------------------ ---------------------------------------- Name: Title: PCI OPERATING COMPANY, INC. Attest: BY: ------------------------ --------------------------------------- Name: Title: SYSTEMS APPLICATIONS INTERNATIONAL, INC. Attest: BY: ------------------------ ---------------------------------------- Name: Title:

Registration Rights. Within thirty (30a) Demand Registrations. (A) The holders of Warrants holding not less than 40% of the Warrant Shares (including Warrants exercisable therefor) not (i) theretofore effectively registered under the Act and disposed of in accordance with the Registration Statement covering any such Warrants and Warrant Shares or (ii) then saleable by the holder thereof pursuant to Rule 144(k) under the Act shall be entitled to make up to two (2) written requests (each, a “DEMAND”) of the Company to register all or part of their Warrant Shares (including Warrant Shares issuable upon exercise of their Warrants), having an estimated market value of not less than $2 million, under the Act (a “DEMAND REGISTRATION”), provided, however, that no Demand may be made until at least 180 calendar days after the Business Combination Closingeffective date of the immediately preceding Demand Registration. Within five calendar days after receipt of such Demand Notice, the Company will serve written notice thereof (the “COMPANY NOTICE”) to all other holders of Warrants and Warrant Shares. Subject to the provisions of the next succeeding paragraph, the Company shall use reasonable best efforts include in such Demand Registration all Warrant Shares with respect to which the Company receives written requests for inclusion within 20 calendar days after the delivery of the Company Notice. If any of the Warrant Shares registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to holders of securities of the Company other than the holders of the Warrants and the Warrant Shares, if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all securities of the Company held by such holders in such Demand Registration on the same terms and conditions as the Warrant Shares. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advises the Company that the total amount of Warrant Shares and securities that such holders of securities of the Company (other than holders of the Warrant Shares) intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at offered for the account of the holders of such time, or if other securities of the Company is ineligible will be reduced, to use zero if necessary (pro rata among such Form S-3, holders on Form S-1 (including any successor registration statement covering the resale basis of the Registrable Securities a “Resale Shelf”) amount of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any such other Class A Shares that may securities to be acquired included therein by the Purchaser after the date of this Agreement, including any time after the Business Combination Closingeach such holder), and (zii) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelysecond, the “Registrable Securities”) pursuant to Rule 415 under number of Warrant Shares included in such Demand Registration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the Securities Act; provided number of Warrant Shares that, in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness opinion of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser managing underwriter or its assignee ceases to hold Registrable Securities covered by such Resale Shelfunderwriters, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction materially and adversely affecting the success of such offering, allocated pro rata among the holders of the Warrants and Warrant Shares on the basis of the number of Warrants or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActWarrant Shares held by each such holder.

Registration Rights. Within thirty (30a) During the period beginning on the date of the termination of the Merger Agreement until such time as all Option Shares issued to Avanex may be sold pursuant to Rule 144(k) of the Securities Act (the "Registration Period"), Avanex (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to Oplink (the "Registrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "Registrable Securities") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to the Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. The Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than five (5) percent of the then-outstanding voting power of the Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of Oplink Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) The Registrant will use all commercially reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; provided, however, that the Holder will not be -------- ------- entitled to more than an aggregate of two (2) effective registration statements hereunder. The obligations of the Registrant hereunder to file a registration statement on Form S-3 and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of the Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect the Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Registrant or any similar short-form other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 90 days after the filing with the SEC of the initial registration statement which therefor, the provisions of this Section 8 will again be applicable to any proposed registration. The Registrant will use all commercially reasonable efforts to cause any Registrable Securities registered pursuant to this Section 8 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant will not be available at such timerequired to -------- ------- qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If, during the Registration Period, the Registrant shall propose to register under the Securities Act the offering, sale and delivery of Oplink Common Stock for cash pursuant to a firm commitment underwriting, it shall, in addition to the Registrant's other obligations under this Section 8, allow the Holder the right to participate in such registration provided that the Holder participates in the underwriting; provided that, if the Company is ineligible -------- managing underwriter of such offering advises the Registrant in writing that in its opinion the number of shares of Oplink Common Stock requested to use be included in such Form S-3registration exceeds the number that can be sold in such offering, the Registrant shall include the shares requested to be included therein by the Holder pro rata (based on Form S-1 (including the number of shares intended to be included therein) with the shares intended to be included therein by the Registrant and Persons other than the Registrant. In connection with any successor offering, sale and delivery of Oplink Common Stock pursuant to a registration statement covering effected pursuant to this Section 8, the resale Registrant and the Holder shall provide each other and each underwriter of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares offering with customary representations, warranties and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreementcovenants, including any time after the Business Combination Closingcovenants of indemnification and contribution, and opinions of counsel. (zc) any other equity security of The registration rights set forth in this Section 8 are subject to the Company issued or issuable condition that the Holder will provide the Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 8 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing 61 days after the Business Combination ClosingClosing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares issued and issuable upon Conversion of the Note and the Second Payment Notes which are actually issued, (the Securities, Second Payment Securities and securities issued or issuable by virtue of ownership of the Securities, and Second Payment Securities, being, the "Registrable Securities"), shall prepare and file with the SEC a registration statement under the 1933 Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement. In addition, upon the receipt of such request, the Company shall use reasonable best efforts (i) promptly give written notice to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(i). As a “Resale Shelf”) condition precedent to the inclusion of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Registrable Securities, (y) any other Class A Shares that may be acquired by the Purchaser after holder thereof shall provide the date of this Agreement, including any time after Company with such information as the Business Combination Closing, and (z) any other equity security Company reasonably requests. The obligation of the Company issued under this Section 10.1(i) shall be limited to one registration statement. (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or issuable for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Regisxxxxxx Xecurities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 30 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the forgoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 10.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 10.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 10.1(ii) rather than Section 10.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 10.1(ii) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration. (Biv) The Company shall file with the Commission within 60 days of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form SB-2 registration statement (or such other form that it is eligible to use) within 120 days of the Closing Date in order to register the Registrable Securities for resale and distribution under the Act. The registration statement described in this paragraph must be declared effective by the Commission within 120 days of the Closing Date (as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 175% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date all of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Purchaser’s Notes and 50% of the maximum amount of Second Payment Notes issuable, and one share of common stock for each common share issuable upon exercise of the Warrants issuable in connection with the Initial Offering, and 50% of the Warrants issuable in connection with the Second Payment (in each case, employing the Conversion Price that would result in the greater number of Shares). The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of the Subscriber and Warrant Recipients, as the case may be, and not issued, employed or reserved for anyone other than the Subscriber and Warrant Recipients. Such registration statement will be promptly amended or additional registration statements will be promptly filed by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner Company as necessary to register additional Company Shares to allow the public resale of sale restrictions) under Rule 144 under all Common Stock included in and issuable by virtue of the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActRegistrable Securities.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing ninety (91) days after the Business Combination ClosingInitial Closing Date, but not later than two (2) years after the Second Closing Date ("REQUEST DATE"), upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 or any similar short-form under the 1933 Act registering the Shares and Warrant Shares issuable upon exercise of the Warrants and Warrant Shares issuable upon exercise of the Broker's Warrants (collectively "REGISTRABLE SECURITIES") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include (A) Securities which are registered for resale in an effective registration statement which may be available at such timestatement, (B) included for registration in a pending registration statement, or if (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SELLER" or "SELLERS"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a Form SB-2 registration statement (the "REGISTRATION STATEMENT") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act not later than thirty (30) business days after the Initial Closing Date (the "FILING DATE"), and cause to be declared effective not later than ninety (B90) calendar days after the date Filing Date (the "EFFECTIVE DATE"). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 200% of the Shares issuable upon conversion of the Notes and all of the Purchaser’s Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, PRO RATA, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except as disclosed on Schedule 11.1 or with the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (including without volume or manner "ACTUAL EFFECTIVE DATE") the Company has registered for unrestricted resale on behalf of sale restrictions) under Rule 144 the Subscriber fewer than 150% of the amount of Common Shares issuable upon full conversion of all sums due under the Securities Act Notes and without 100% of the requirement to be in compliance with Rule 144(c)(1) under Warrant Shares issuable upon exercise of the Securities ActWarrants.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing ninety-one (91) days after the Closing Date, but not later than two years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued in the Offering and outstanding Warrant Shares shall prepare and file with the Commission a registration statement under the 1933 Act covering the Ordinary Shares and Warrant Shares (collectively "Registrable Securities"), which are the subject of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are included in an effective registration statement, included for registration in a pending registration statement or which have been resold pursuant to an effective registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form nxx xxxxxxble for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least 15 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of Ordinary Shares, the number of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the requesting holder in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the requesting holder. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) its reasonable commercial efforts to cause the Resale Shelf to be declared effective within ninety (90) days after the Closing Date (the "Effective Date"), a Form F-1 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter and (iii) to maintain 1933 Act. The Company will register in the effectiveness Registration Statement not less than a number of such Resale Shelf with respect Ordinary Shares that is equal to the Purchaser’s number of the Shares and Warrant Shares. The Registrable Securities until shall be reserved and set aside exclusively for the earliest benefit of (A) each Subscriber, and not issued, employed or reserved for anyone other than each Subscriber. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the date on which Company as necessary to register additional shares of Common Stock to allow the Purchaser or its assignee ceases to hold public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities covered by such Resale Shelf, (Bwill be included in the registration statement described in this Section 11.1(iv) without the date all written consent of Subscribers holding a majority of the Purchaser’s Registrable Securities covered by the Resale Shelf can be Ordinary Shares sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actthis Offering.

Registration Rights. Within thirty (30) days after Subject to the Business Combination Closinglimitations set forth in Section 11.2 hereof, in the Company shall use reasonable best efforts event that (i) New Horizons files or causes to file be filed a registration statement ("Registration Statement") under the Securities Act in connection with the proposed offer and sale for cash by it, or by Curtxx Xxx Xxxxx, Xx. xxx Stuaxx X. Xxxxx, xx shares of new Horizons Stock (the "Registration"), other than a registration on Form S-3 S-4 or Form S-8 promulgated under the Securities Act or any successor or similar short-form registration statement which may be available at such timeform, or if and (ii) the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale sale of the Registrable New Horizons Stock issued to the Seller and/or the Members remains restricted pursuant to Rule 144 of the Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired Act or by the Purchaser after the date terms of this Agreement, including New Horizons will give written notice of its or their intention to effect the Registration to Seller and/or each of the Members. Upon written request from any time one or more of the Seller and/or the Members to New Horizons within 15 days after the Business Combination Closingmailing of any such notice from New Horizons regarding the Registration, New Horizons shall use its best efforts to cause the shares of New Horizons Stock as to which such registration has been requested to be included in the Registration. For purposes of this Agreement, and subject to New Horizon's rights under Subsection 11.2 hereof, New Horizons shall be deemed to have used its best efforts to satisfy its obligations under this Section 11 if it: (zi) any other equity security of prepares and files with the Company issued or issuable Securities and Exchange Commission a Registration Statement with respect to the securities referred New Horizons Stock for which registration has been properly requested and to in clauses use its best efforts to cause such Registration Statement to become and remain effective for such period as may be necessary to permit the Seller and/or the Members to dispose of the shares of New Horizons Stock covered thereby; provided however, that New Horizons not need file any such Registration Statement (xor cause same to become or remain effective) and (y) after the date that such shares of New Horizons Stock are freely tradable without restriction under the Act by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) Seller and/or the Members pursuant to Rule 415 144(k) promulgated thereunder and under the Securities Act; provided in terms of this Agreement (the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, "Registration Expiration Date") (ii) to cause the Resale Shelf to be declared effective under prepares and files with the Securities Act promptly thereafter and (iii) to maintain the effectiveness of Exchange Commission such Resale Shelf with respect amendments and supplements to the Purchaser’s Registrable Securities until Registration Statement and the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.prospectus used in

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing one hundred and twenty-one (121) days after the Closing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares including Warrant Shares issuable upon exercise of the Finder's Warrants (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not axxxxxxxx for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective within one hundred and twenty (120) days after the Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter and (iii) 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Shares and Warrant Shares issuable pursuant to this Agreement. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under included in the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActRegistration Statement except as disclosed on Schedule 11.1.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing one hundred and twenty-six (126) days after the Business Combination ClosingClosing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 under the 1933 Act registering the Shares and Warrant Shares issuable upon exercise of the Warrants (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 10.1(i) and 10.1(ii), Registrable Securities shall not include Securities (A) which are registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, or any similar short-form (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to an effective registration statement which may be available at or Rule 144 under the 1933 Act. Upon the receipt of such timerequest, or if the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 10.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 10.1(ii) without thereby incurring any liability to the Seller. (xiii) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the The Company shall convert file with the Form S-1 to Commission a Form S-3 as soon as practicable after SB-2 registration statement (the Company "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act not later than forty-five (45) days after the Closing Date (the "Filing Date"), and use Form S-3, (ii) its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective under not later than one hundred and twenty-five (125) days after the Closing Date (the "Effective Date"). The "Actual Effective Date" shall be the date the Registration is actually declared effective. The Registration Statement will cover not less than a number of shares of Common Stock that is equal to the Shares and Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants (the "Registrable Securities"). The Registrable Securities Act shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will promptly thereafter be amended or one or more additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the consent of a majority of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement, except as described on Schedule 10.1. The Company will promptly provide to the holders of the Registrable Securities, copies of all filings and Commission letters of comment and notify Subscribers (by telecopier and by e-mail addresses provided by Subscribers) and Grushko & Xxxxxxx, P.C. (by telecopier and by email to Xxxxxxxxx@xxx.xxx) on or before the second business day following the day the Company receives notice that (i) the Commission has no comments or no further comments on the Registration Statement, and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Aii) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actregistration statement has been declared effective.

Registration Rights. Within thirty (30a) If, and whenever, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") in connection with the proposed offer and sale of any securities by it or any of its security holders (other than on Form S-8, S-4 or any successor form of limited purpose) it will give written xxxxxx xy registered mail, at least 20 days prior to the filing of each such registration statement, to all Registered Holders of its intention to register its securities. If any of such Registered Holders notify the Company within 15 days after receipt of any such notice of its or their desire to include their Warrant Shares (the Business Combination Closing"Registrable Securities") in such proposed registration statement, the Company shall use reasonable best efforts afford each of the Registered Holders the opportunity to have any such Registrable Securities registered under such registration statement (ithe "Registration Statement"); provided, however, in the event of an initial public offering by the Company, the holders of Registrable Securities shall have been deemed (without any further writing) by the terms hereof, to have agreed to a lockup period of six (6) months from the date of effectiveness of any registration statement filed by the Company if so requested by the underwriter of such offering, whereby the holders of Registrable Securities shall not sell, transfer, pledge or assign any of their Registrable Securities during such six (6) month period. Notwithstanding the provisions of this Section 9, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file a any such proposed registration statement on Form S-3 or any similar short-form registration statement which may be available at such timestatement, or if to withdraw the same after the filing but prior to the effective date thereof. If the managing underwriter of a proposed public offering by the Company is ineligible to use such Form S-3shall advise the Company in writing that, on Form S-1 (including any successor registration statement covering in its opinion, the resale distribution of the Registrable Securities a “Resale Shelf”) requested to be included in the Registration Statement concurrently with the securities being registered by the Company would materially and adversely affect the distribution of (x) such securities by the Class A Shares and Warrants (and underlying Class A Shares) comprising Company, then, first, the Forward Purchase Securities, (y) number of any other Class A Shares that may securities (other than Registrable Securities and the securities to be acquired issued by the Purchaser Company) requested to be included in such offering shall be decreased on a pro rata basis, and second, after all securities other than Registrable Securities and securities to be issued by the Company have been excluded from such offering, the number of Registrable Securities shall be decreased on a pro rata basis. (b) In connection with any registration under this Section 9, the Company covenants and agrees as follows: (i) With respect to any Registration Statement filed pursuant to this Section 9, it shall use its reasonable best efforts to have any Registration Statements declared effective as soon as practicable thereafter, and in no event later than 90 days from the date of filing with the Securities and Exchange Commission (the "Commission"), so as to permit a public offering and sale of their Warrant Shares until the earliest of (i) two years from the effective date of the Registration Statement; (ii) such time as the Warrant Shares are sold under the Registration Statement; or (iii) such time as the Warrant Shares may be sold under Rule 144 without volume limitations. (ii) The Company shall pay all costs (excluding fees and expenses of counsel to the holders of Registrable Securities and any underwriting or selling commissions), fees and expenses incurred by the Company in connection with all Registration Statements filed pursuant to this AgreementSection 9, including including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. In the event the Company shall fail to comply with the provisions of this Section 9, the Company shall, in addition to any time after other equitable or other relief available to the Business Combination Closingholders of Registrable Securities, be liable for any or all damages sustained by such holders requesting registration of their Registrable Securities. (iii) The Company will take all reasonable efforts to qualify or register the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by holders of Registrable Securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. (iv) The Company shall promptly advise the holders of Registrable Securities registered under a Registration Statement (which advice shall be accompanied by an instruction to suspend the use of the related prospectus until the requisite changes have been made) of the happening of any event that requires the making of any changes in the Registration Statement or the related prospectus so that, as of such date, such Registration Statement and prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading. (v) Upon the occurrence of any event contemplated by Section 9(b)(iv), the Company shall file (and use its reasonable best efforts to have declared effective as soon as possible) a post-effective amendment to the such Registration Statement or an amendment or supplement to the related prospectus or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities registered under such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. Each holder of Registrable Securities registered under such Registration Statement agrees by acquisition of such securities that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 9(b)(iv), such holder will forthwith discontinue disposition of the securities pursuant to such Registration Statement until such holder receives copies of the supplemented or amended prospectus contemplated by this Section 9(b)(v), or until such holder is advised in writing by the Company that the use of the prospectus may be resumed, and such holder has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus. (zvi) Nothing contained in this Agreement shall be construed as requiring the Registered Holder(s) to exercise their Warrants prior to the initial filing of any other equity security Registration Statement or the effectiveness thereof. (vii) Concurrently with the effectiveness of any Registration Statement filed by the Company issued or issuable with respect to the Registrable Securities, the Company shall obtain the approval for listing or trading of such securities referred on the principal exchange upon which the Company's Common Stock is then listed for trading or the Nasdaq Stock Market (National or SmallCap Markets). (viii) The Company may require each holder of Registrable Securities to be registered under the Registration Statement to furnish to the Company such information regarding such holder and the distribution of such holder's securities thereunder as the Company may from time to time reasonably require for inclusion in clauses the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any holder that fails to furnish such information within a reasonable time after receiving such request. (xix) If the Registrable Securities are to be sold in an underwritten public offering, the Company shall furnish to each holder of Registrable Securities participating in the offering and to each underwriter, if any, a signed counterpart, addressed to such holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (yii) if and to the extent permitted by way Statement of Auditing Standards No. 72, a share capitalization "cold comfort" letter dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registration Statement, in each case covering substantially the same matters with respect to such Registration Statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (c) The Company, as soon as practicable, but in any event not later than 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Commission's rules and regulations, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Securities Act and Rule 158(a) of the Rules and Regulations, which statement need not be audited unless required by the Securities Act, covering a period of at least 12 consecutive months after the effective date of the Registration Statement. (d) The Company shall deliver promptly to each holder of at least 25% of the Registrable Securities (a "25% Holder") participating in the offering, requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or share split auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement and permit each 25% Holder and the underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such 25% Holder shall reasonably request; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such holders or any such underwriter, attorney or accountant, unless (i) such disclosure is required to be made in connection with a combination court proceeding or required by law (provided that the disclosing party provides prior written notice to the Company and cooperates with the Company, at the Company's expense, to take reasonable and lawful actions to avoid and/or minimize the extent of sharessuch disclosure), recapitalizationor (ii) such information becomes available to the public other than through a wrongful act by such person; and provided, mergerfurther, consolidation that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the 25% Holders and the other parties entitled thereto by one counsel designated by and on behalf of such holders and other parties. (e) The Company shall, if requested by the holders of Registrable Securities being sold in an underwritten offering or reorganization (collectivelythe underwriter(s) thereof, promptly incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment, if necessary, such information relating to the plan of distribution of the Registrable Securities being offered thereby, information with respect to the amount of such securities being sold to such underwriter(s), the “Registrable Securities”) pursuant purchase price being paid therefor and with respect to Rule 415 under any other terms of the Securities Act; provided offering of such securities to be sold in the event such offering as such underwriters and holders reasonably agree should be included therein and to which the Company files a Resale Shelf on Form S-1does not reasonably object, the Company and shall convert the Form S-1 to a Form S-3 make all required filings of such prospectus supplement or post-effective amendments as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause notified of the Resale Shelf matters to be declared incorporated in such prospectus supplement or post-effective under amendment. The Company shall not be liable to any holder in connection with any delay or amendment in connection with the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actforegoing.

Registration Rights. Within thirty The Company shall: (30i) file registration statements with the SEC as soon as practicable but in no event later than (A) fifteen (15) days after the Business Combination ClosingInitial Closing Date with respect to the Initial Purchased Notes and (B) fifteen (15) days after any Subsequent Closing Date with respect to any Subsequently Purchased Notes issued on such Subsequent Closing Date (each such date, the Company shall use reasonable best efforts (ia “Filing Date”) to file a registration statement on Form S-3 or register all Shares underlying the Initial Purchased Notes and any similar short-form registration statement which may be available at such timeSubsequently Purchased Notes, or if respectively (the Company is ineligible to use such Form S-3, “Registrable Shares”) on Form S-1 or Form S-3 under the 1933 Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) (each such registration statement, including any successor preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statement covering being the “Resale Registration Statement”); (ii) use its commercially reasonable efforts to cause each such Resale Registration Statement to be declared effective as soon as practicable and in any event within 30 days of the filing thereof (or, in the event the staff of the SEC (the “Staff”) reviews and has written comments to such Resale Registration Statement, within 60 days of the filing thereof), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement; (iii) not less than two (2) Trading Days prior to the filing of each such Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via e-mail to the Buyers copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of the Buyers. The Company shall reflect in each such document when so filed with the SEC such comments regarding the Buyers and the plan of distribution as the Buyers may reasonably and promptly propose no later than two (2) Trading Days after the Buyers has been so furnished with copies of such documents as aforesaid; (iv) promptly prepare and file with the SEC such amendments and supplements to each such Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statement continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4(z) below, subject to the Company’s right to suspend pursuant to Section 4(y) below; (v) furnish to the Buyers such number of copies of prospectuses in conformity with the requirements of the 1933 Act and such other documents as the Buyers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Buyers; (vi) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Securities a “Resale Shelf”) Shares in such states of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that United States as may be acquired reasonably requested by the Purchaser after Buyers and use its commercially reasonable efforts to maintain such blue sky qualifications during the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of period the Company issued or issuable with respect is required to maintain effectiveness of each such Resale Registration Statement; provided, however, that the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or Company shall not be required in connection with this Section 4(w)(vi) to qualify as a combination foreign corporation or execute a general consent to service of shares, recapitalization, merger, consolidation process in any jurisdiction in which it is not now so qualified or reorganization has not so consented; (collectively, vii) upon notification by the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files SEC that a Resale Shelf on Form S-1Registration Statement will not be reviewed or is not subject to further review by the SEC, the Company shall convert within three (3) Trading Days following the Form S-1 date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (viii) upon notification by the SEC that a Form S-3 as soon as practicable after Resale Registration Statement has been declared effective by the SEC, the Company is eligible to use Form S-3, shall file the final prospectus under Rule 424 of the 1933 Act (ii“Rule 424”) to cause within the Resale Shelf to be declared effective under applicable time period prescribed by Rule 424; (ix) advise the Securities Act Buyers promptly thereafter (and in any event within two (iii2) to maintain Trading Days thereof): (A) of the effectiveness of such a Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser Registration Statement or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, any post-effective amendments thereto; (B) of any request by the date all SEC for amendments to a Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (C) of the Purchaser’s Registrable Securities covered issuance by the SEC of any stop order suspending the effectiveness of a Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 Registration Statement under the Securities 1933 Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and; (D) of the existence of any fact and without the requirement happening of any event that makes any statement of a material fact made in a Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in a Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (x) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (xi) bear all expenses in compliance connection with Rule 144(c)(1the procedures in paragraphs (i) under through (x) of this Section 4(w) and the Securities Actregistration of the Registrable Shares on each such Resale Registration Statement and the satisfaction of the blue sky laws of such states.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing ninety-one (91) days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the Notes, Finder's Note, and Warrant Shares, shall prepare and file with the Commission a registration statement under the 1933 Act covering the Shares, the Shares issuable upon conversion of the Finder's Note and Warrant Shares (collectively "Registrable Securities") which are the subject of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrabxx Xxxxxities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 15 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than the sooner of (i) sixty (60) days after the Closing Date, or (ii) within ten (10) days after the declaration of effectiveness by the Commission of the registration statement filed by the Company on June 4, 2004 (the "Filing Date"), and cause to be declared effective within ninety (90) days after the Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 150% of the Shares issuable upon conversion of the Notes and Finder's Notes, all the Warrant Shares issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber, and not issued, employed or reserved for anyone other than each Subscriber. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 11.1(iv) except as disclosed on Schedule 11.1, without the written consent of Subscriber. In the event the registration statement described in Section 11.1(iv) is declared effective within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities Effective Date, then Liquidated Damages will not be payable for the thirty day period commencing on the Effective Date. It shall be deemed a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including Non-Registration Event if at any time after the Business Combination Closing, and (z) any other equity security Effective Date the Company has registered for unrestricted resale on behalf of the Company issued or Subscriber fewer than 125% of the amount of Common Shares issuable with respect to the securities referred to in clauses (x) and (y) by way upon full conversion of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 all sums due under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1Notes, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter Finder's Notes and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActWarrants.

Registration Rights. Within thirty (30a) During the period beginning on the date of the termination of the Merger Agreement until such time as all Option Shares issued to Avanex may be sold pursuant to Rule 144(k) of the Securities Act (the "Registration Period"), Avanex (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to Oplink (the "Registrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "Registrable Securities") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to the Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. The Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than five (5) percent of the then-outstanding voting power of the Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the Business Combination Closingreceipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Company shall use reasonable best efforts Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of Oplink Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) The Registrant will use all commercially reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities requested to be registered in the Registration Notice and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition; provided, however, that the Holder will not be ----------------- entitled to more than an aggregate of two (2) effective registration statements hereunder. The obligations of the Registrant hereunder to file a registration statement on Form S-3 and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of the Registrant shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect the Registrant or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Registrant or any similar short-form other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 90 days after the filing with the SEC of the initial registration statement which therefor, the provisions of this Section 8 will again be applicable to any proposed registration. The Registrant will use all commercially reasonable efforts to cause any Registrable Securities registered pursuant to this Section 8 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant will not be available at such timerequired to ----------------- qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. If, during the Registration Period, the Registrant shall propose to register under the Securities Act the offering, sale and delivery of Oplink Common Stock for cash pursuant to a firm commitment underwriting, it shall, in addition to the Registrant's other obligations under this Section 8, allow the Holder the right to participate in such registration provided that the Holder participates in the underwriting; provided that, if the Company is ineligible -------- managing underwriter of such offering advises the Registrant in writing that in its opinion the number of shares of Oplink Common Stock requested to use be included in such Form S-3registration exceeds the number that can be sold in such offering, the Registrant shall include the shares requested to be included therein by the Holder pro rata (based on Form S-1 (including the number of shares intended to be included therein) with the shares intended to be included therein by the Registrant and Persons other than the Registrant. In connection with any successor offering, sale and delivery of Oplink Common Stock pursuant to a registration statement covering effected pursuant to this Section 8, the resale Registrant and the Holder shall provide each other and each underwriter of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares offering with customary representations, warranties and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreementcovenants, including any time after the Business Combination Closingcovenants of indemnification and contribution, and opinions of counsel. (zc) any other equity security of The registration rights set forth in this Section 8 are subject to the Company issued or issuable condition that the Holder will provide the Registrant with such information with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectivelyHolder's Registrable Securities, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1plan for distribution thereof, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf other information with respect to the Purchaser’s Registrable Securities until Holder as, in the earliest reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all facts required to be disclosed with respect to a registration thereunder. (Ad) A registration effected under this Section 8 will be effected at the date on which Registrant's expense, except for underwriting discounts and commissions and the Purchaser or its assignee ceases fees and expenses of counsel to hold Registrable Securities covered by the Holder, and the Registrant will provide to the underwriters such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation documentation (including without volume or manner certificates, opinions of sale restrictionscounsel and "comfort" letters from auditors) under Rule 144 under as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Securities Act Holder and without the requirement Registrant agree to be enter into an underwriting agreement reasonably acceptable to each such party, in compliance form and substance customary for transactions of this type with Rule 144(c)(1) under the Securities Actunderwriters participating in such offering.

Registration Rights. Within thirty (30a) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or At any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after time following the date of this Agreement, including MDCP may require the Company to effect up to three registrations of all or any time portion of its Stockholder Shares (the "MDCP Registrable Securities") on Form S-1 or, if --------------------------- available, on Form S-2 or S-3 (or any similar "short form") under the Securities Act (the "MDCP Demand Registrations"). A registration will not count as one of ------------------------- the permitted MDCP Demand Registrations unless MDCP has been able to register and sell at least 90% of the MDCP Registrable Securities requested to be registered by MDCP; provided that in any event the Company will pay all Registration Expenses in connection with any registration initiated as an MDCP Demand Registration whether or not it is counted as one of the permitted MDCP Demand Registrations under this sentence. (b) Whenever the Company proposes to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act (other than a registration statement on Form S-8 or Form S-4 or successor forms thereto) and the registration form to be used may be used for the registration of the Stockholder Shares of any Stockholder (such Stockholder Shares, other than Junior Preferred Stock, the "Registrable Securities"), the ---------------------- Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the provisions of this paragraph 5, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 30 days after the Business Combination Closingreceipt of the Company's notice (a "Piggyback --------- Registration"). ------------ (c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company that in its opinion the number of shares requested to be included in such registration exceeds the number of shares which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of Stockholder Shares on the percentage of the outstanding Registrable Securities held by each such holder, provided that prior to the exercise of a demand registration right by the Equivalent Holders under the Common Stock Registration Rights Agreement, "Registrable Securities" and "Stockholder Shares" solely for purposes of this clause (ii) shall include shares of the Common Stock owned by the Equivalent Holders and (iii) third, the other securities requested to be included in such registration by stockholders exercising contractual piggyback registration rights (if any), pro rata among such holders on the basis of the number of shares requested to be included therein by each holder. (d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities and the managing underwriter advises the Company that in its opinion the number of shares requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration the securities requested to be included therein by the holders initiating the registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and such Registrable Securities based on the aggregate percentage of securities held by each such holder, provided that prior to the exercise of a demand registration right by the Equivalent Holders under the Common Stock Registration Rights Agreement, "Registrable Securities" solely for purposes of this paragraph (d) shall include shares of the Common Stock owned by the Equivalent Holders. (e) The Company shall bear the costs of the MDCP Demand Registrations and Piggyback Registrations pursuant to this paragraph 5, in each case, including the reasonable fees and expenses of one counsel for the selling Stockholders but excluding any underwriting discounts or commissions on the sale of Registrable Securities or the fees and expenses of any additional counsel retained by the selling Stockholders (the "Registration Expenses"). The Company --------------------- shall, and as a condition to the inclusion of Registrable Securities of any holder in any registration, such holder shall, execute an underwriting agreement or similar agreement in a form reasonably acceptable to the Company, MDCP and the underwriter(s), if any, for such offering containing customary indemnification and holdback provisions and provisions obligating the selling Stockholders to supply customary information for inclusion in the registration statement. Notwithstanding the foregoing, (i) no holder of Registrable Securities shall be required to incur indemnification obligations in excess of the net proceeds received by such holder pursuant to such registration or that relate to information not supplied by such holder for inclusion in the registration statement, and (zii) any other equity security of the Company issued or issuable shall indemnify each holder of Registrable Securities with respect to the securities referred liabilities arising from such registration statement other than as a result of information supplied by such holder of Registrable Securities for inclusion therein. (f) Each Stockholder agrees not to in clauses effect any public sale or distribution (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) including sales pursuant to Rule 415 under 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten MDCP Demand Registration or any underwritten Piggyback Registration in which Registrable Securities Act; provided in are included (except as part of such underwritten registration) if so requested by the event underwriters managing the registered public offering. (g) The Company files a Resale Shelf agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten MDCP Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-1S-8 or any successor form), unless the Company shall convert underwriters managing the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3registered public offering otherwise agree, and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Resale Shelf to be declared effective under Company at any time after the Securities Act promptly thereafter and date of this Agreement (iiiother than in a registered public offering) to maintain the effectiveness agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such Resale Shelf with respect to underwritten registration, if otherwise permitted), unless the Purchaser’s Registrable Securities until underwriters managing the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actregistered public offering otherwise agree.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing ninety-one (91) days after the Closing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. Registrable Securities shall not include (i) Securities which are already registered for resale in an effective registration statement, (ii) included for registration in a pending registration statement, or (iii) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 10.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 10.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 10.1(ii) rather than Section 10.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 10.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination ClosingClosing Date an amendment to the Pending Registration Statement or if the Commission requests in writing that the Registrable Securities be removed from the Pending Registration Statement, then within fifteen (15) days after such written request (the later of such dates being the "Filing Date"), the Company shall will file another registration statement on form SB-2, and use its commercially reasonable best efforts to cause to be declared effective within ninety (i90) to file a days after the Closing Date (the "Effective Date"), such registration statement on Form S-3 (the "Registration Statement") (or any similar short-such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement which may that is equal to the Shares and all of the Warrant Shares issuable upon exercise of the Warrants and Finder's Warrants. The Registrable Securities shall be available at reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such time, Subscriber and Warrant holder. The Registration Statement will immediately be amended or if additional registration statements will be immediately filed by the Company is ineligible as necessary to use such Form S-3, on Form S-1 (including any successor registration statement covering register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except as disclosed on Schedule 10.1. It shall be deemed a “Resale Shelf”) of Non-Registration Event (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date as defined in Section 10.4 of this Agreement, including ) if at any time after the Business Combination Closing, and (z) any other equity security actual effective date of the Company issued or issuable with respect to the securities referred to in clauses Registration Statement (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1"Actual Effective Date"), the Company shall convert has registered for unrestricted resale on behalf of each Subscriber fewer than all the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter Shares and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all Warrant Shares issuable upon exercise of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act Warrants and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActFinder's Warrants.

Registration Rights. (a) If, after exercise of the Option by Acquiror, the Company effects any registration or registrations of shares of Company Common Stock under the 1993 Act for its own account or for any other shareholder of the Company (other than a registration on Form S-4, Xxxx X-0 xx any successor forms), it will allow Acquiror to participate (on the same terms as any other participant) in such registration or registrations with respect to any or all of the Optioned Shares that are then beneficially owned by Acquiror (the "Registrable Securities"), subject to any currently-existing priority registration rights granted to existing holders of Company Common Stock; provided, however, that if the managing underwriters in such offering (if any) advise the Company that, in their written opinion, the number of Registrable Securities requested by Acquiror to be included in such registration exceeds the number of shares of Company Common Stock which can be sold in such offering, the Company may exclude from such registration all or a portion, as may be appropriate, of the Registrable Securities requested for inclusion by Acquiror. The Company shall provide Acquiror with written notice of its intent to effect any registration described in this paragraph 10(a). Within ten (10) business days of receipt of such notice from Company, Acquiror shall in writing request that a specified number of the Registrable Securities be included in the registration (the "Piggyback Registration Notice"). In the event that Acquiror fails to provide the Piggyback Registration Notice, Acquiror's rights with respect to participation in such registration shall lapse. The Company reserves the right, in its sole discretion, to terminate at any time a registration referred to in this Section 10(a). (b) In addition to the rights provided pursuant to Section 10(a) hereof, at any time after the exercise of the Option, Acquiror may, by written notice to the Company (the "Demand Registration Notice"), request the Company to register under the 1933 Act all or any part of the Registrable Securities. Unless the Company otherwise consents in writing, any Demand Registration under this Section 10(b) shall be effected by a fully-underwritten, firm commitment public offering by underwriters selected by the Company and acceptable to Acquiror. (c) Upon any demand for registration under the preceding Sections 10(a) or (b), the Company shall have the option exercisable by written notice delivered to Acquiror within thirty (30) business days after the Business Combination Closingreceipt of the Demand Registration Notice, the Company shall use reasonable best efforts (i) irrevocably to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible agree to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale purchase all but not fewer than all of the Registrable Securities proposed to be so sold, for cash at a “Resale Shelf”price equal to the product of (i) the number of Registrable Securities to be so purchased by the Company and (ii) the Fair Market Value (as defined below) of a share of such Registrable Securities. As used herein, the "Fair Market Value" of any share of Registrable Securities shall be equal to the greater of (x) the Class A Shares and Warrants highest price (and underlying Class A Sharesin cash or fair market value of securities or other property) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date per share of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued Common Stock paid or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) paid within 12 months preceding the date on which the Purchaser Demand Registration Notice is received by the Company for any shares of Company Common Stock beneficially owned by any Person who shall have acquired or its assignee ceases to hold become the beneficial owner of 20% or more of the outstanding shares of Company Common Stock after the date hereof or (y) the average of the last reported sales prices on NASDAQ of the Company Common Stock during the five trading days immediately preceding the date on which the Demand Registration Notice is received by the Company. (d) Any purchase of Registrable Securities covered by such Resale Shelf, (Bthe Company under Section 10(c) shall take place at a closing to be held at the date all principal executive offices of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction Company or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.at the

Registration Rights. Within thirty (30a) In the event that the Shares are not registered in connection with the consummation of the Transaction, CSLM Delaware agrees that, within sixty (60) calendar days after the Closing, it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and it shall use its best efforts to have the Registration Statement declared effective no later than one hundred twenty (120) days after the Business Combination ClosingClosing (the “Effectiveness Deadline”). CSLM Delaware agrees to cause such Registration Statement, the Company shall use reasonable best efforts (i) to file a or another shelf registration statement on Form S-3 or any similar short-form registration statement which may that includes the Shares to be available at such time, or if the Company is ineligible sold pursuant to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Subscription Agreement, including any time after the Business Combination Closing, and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the second anniversary of the Closing, (ii) the date on which the Purchaser or its assignee Investor ceases to hold Registrable Securities covered by such Resale Shelfany Shares issued pursuant to this Subscription Agreement, or (Biii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Purchaser’s Registrable Securities covered by Act (“Rule 144”) within ninety (90) days without the Resale Shelf can be sold publicly without restriction or limitation (including without public information, volume or manner of sale restrictions) under limitations of such rule. The Investor agrees to disclose its ownership to CSLM Delaware upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents CSLM Delaware from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act and without for the requirement resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. CSLM Delaware may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after CSLM Delaware becomes eligible to use such Form S-3. The Investor acknowledges and agrees that CSLM Delaware may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of CSLM Delaware or would require premature disclosure of information that would adversely affect CSLM Delaware that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (I) CSLM Delaware shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred- fifty (150) calendar days in any three hundred sixty (360) day period and (II) CSLM Delaware shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. If so directed by CSLM Delaware, the Investor will destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. CSLM Delaware’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to CSLM Delaware such information regarding the Investor, the securities of CSLM Delaware held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by CSLM Delaware to effect the registration of such Shares, and shall execute such documents in connection with such registration as CSLM Delaware may reasonably request that are customary of a selling shareholder in similar situations. (b) In the event that CSLM Delaware (i) fails to register the Shares by the Effectiveness Deadline or (ii) fails to maintain such registration pursuant to Section 7(a) (a “Maintenance Failure”), or (iii) if the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which the Investor is unable to sell those Investor Shares included in such Registration Statement without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to Investor of any such delay in, or reduction of, its ability to sell the Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), CSLM Delaware shall pay to the Investor, an amount in cash equal to 2.5% of the Investor’s Subscription Amount (1) on the thirtieth day following the Effectiveness Deadline, Maintenance Failure or Current Public Information Failure, as applicable (the “Penalty Date”), and (2) on every thirty (30) day anniversary of the Penalty Date until such failure is cured; provided that (x) such penalty shall not apply with respect to any Current Public Information Failure until one year from the date that CSLM Delaware files a Current Report on Form 8-K following the Closing that includes the “Form 10” information required under applicable SEC rules and regulations and (y) if the applicable failure is cured between the Effectiveness Deadline, Maintenance Failure or Current Public Information Failure, as applicable and the Penalty Date, the actual penalty will be pro rated for the number of days in such thirty day period during which the failure continued. The aggregate penalty that may be paid under this Section 7(b) shall not exceed eight percent (8%) of the Investor’s Subscription Amount. (c) From and after the Closing, CSLM Delaware agrees to indemnify and hold the Investor, each person, if any, who controls the Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Investor within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which the Investor effects or executes the resale of any Shares (collectively, the “Investor Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by the Investor Indemnified Parties directly that are (i) caused by a breach of any representation or warranty contained in this Agreement, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to CSLM Delaware by the Investor for use therein. Notwithstanding the forgoing, CSLM Delaware’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of CSLM Delaware (which consent shall not be unreasonably withheld, delayed or conditioned). (d) From and after the Closing, the Investor agrees to, severally and not jointly with any Other Investor or any other selling shareholders using the applicable registration statement, indemnify and hold CSLM Delaware, and the officers, employees, directors, partners, members, attorneys and agents of CSLM Delaware, each person, if any, who controls CSLM Delaware within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of CSLM Delaware within the meaning of Rule 405 under the Securities Act (collectively, the “CSLM Delaware Indemnified Parties”), harmless against any and all Losses incurred by the CSLM Delaware Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to CSLM Delaware by the Investor expressly for use therein. Notwithstanding the forgoing, the Investor’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Investor (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the liability of the Investor shall be (x) in proportion to the Investor’s Subscription Amount compared to the aggregate of all subscription amounts paid pursuant to the Subscription Agreements and (y) limited to the Investor’s Subscription Amount.

Registration Rights. Within thirty (301) The Company hereby agrees with the holders of the Securities or their transferees (other than a transferee who acquires shares pursuant to Rule 144 or an effective registration statement) that the Company will file with the Securities and Exchange Commission (the “SEC”), no later than 90 days after following SEC clearance of the Business Combination ClosingCompany’s current Form 10-SB, a Registration Statement on Form S-1 (or an equivalent form) relating to an offering of the Company’s securities, which registration statement shall include the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (the “Underlying Shares”). If the registration statement has not been filed as set forth above, the Company shall use reasonable best efforts pay liquidated damages to the undersigned in cash or Common Stock in an amount equal to 1.5% of the Purchase Price per 30 day period (ior part thereof) until such filing is made. The obligation of the Company under this Section 5(1) shall not apply to file any Underlying Shares that are eligible for immediate resale pursuant to Rule 144(k) under the Securities Act or are otherwise eligible for resale pursuant to Rule 144(k) within a period of three months. (2) If the Company shall, at any time after it has filed a registration statement in accordance with Section 5(1), determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form S-3 X-0, Xxxx X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Securities. Upon the written request from any similar short-form of such holders (the “Requesting Holders”), within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Underlying Shares covered by such request (the “Requested Stock”) held by the Requesting Holders to be included in such registration statement which statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 5(2) shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be available at such timereduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities and whose registration rights are not superior to those of the Requesting Holders, or excluded in their entirety if so required by the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering underwriter. Those shares of Requested Stock which are thus excluded from the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares underwritten public offering and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z) any other equity security securities of the Company issued or issuable with respect held by such holders shall be withheld from the market by the Requesting Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under this Section 5(2) shall be limited to two (2) registration statements and shall not apply to the securities referred to in clauses (x) and (y) by way Underlying Shares of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable any Requesting Holder after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest earlier of (Aa) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date that all of the Purchaser’s Registrable Securities covered Underlying Shares held by the Resale Shelf can be such Requesting Holder have been sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under pursuant to Rule 144 under the Securities Act and without or an effective registration statement, or (b) such time as the requirement Underlying Shares held by such Requesting Holder (i) are eligible for immediate resale pursuant to be in compliance with Rule 144(c)(1144(k) under the Securities Act or (ii) are otherwise eligible for resale pursuant to Rule 144(k) within a period of three months. (3) To the extent required by Sections 5(1) and 5(2) hereof, the Company will, at its expense: (a) prepare and file with the SEC a registration statement with respect to such securities, and use its best efforts to cause such registration statement to become and remain effective for two (2) years following the initial closing of the offering of the Notes; (b) prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for two (2) years following the initial closing of the offering of the Notes; (c) furnish to the undersigned and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; (d) use its best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the undersigned may reasonably request in writing within fifteen (15) days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (e) notify the undersigned, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) prepare and file with the SEC, promptly upon the request of the undersigned, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the undersigned (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Underlying Shares by the undersigned; (g) prepare and promptly file with the SEC and promptly notify the undersigned of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (h) advise the undersigned, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (i) list all such Underlying Securities registered in the registration on each securities exchange or automated quota­tion system on which the Common Stock is then listed; (j) provide a transfer agent and registrar for all such Underlying Securities and a CUSIP number for all such Underlying Securities, not later than the effective date of the registration statement; (k) make available for inspection by the undersigned and any attorney or accountant retained by the undersigned, all finan­cial and other records, pertinent corporate documents and pro­per­ties of the Company, and cause the Company’s officers and direc­tors to supply all information reasonably requested by the undersigned, attorney or accountant in connection with the registration statement; (l) furnish to the undersigned upon request a copy of all documents filed with and all correspondence from or to the SEC in connection with the registration statement; and (m) make available to the undersigned, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. The undersigned shall cooperate with the Company in providing the information necessary to effect the registration of his or her Underlying Shares, including completion of customary questionnaires. Failure to do so may result in the exclusion of the undersigned’s Underlying Shares from the registration statement. (4) With respect to any registration required pursuant to Sections 5(1) or 5(2) hereof, all fees, costs and expenses of and incidental to such registration, including any public offering in connection therewith, shall be borne by the Company. These include all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified. The undersigned shall bear his or her pro rata share of the underwriting discount and commissions and transfer taxes and the cost of fees and disbursements of the undersigned’s counsel and accountants as well as any other expenses incurred by the undersigned not expressly included above.

Registration Rights. Within thirty The Company agrees that immediately following the Restricted Period, it will file with the SEC (30at its sole cost and expense) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering registering the resale of the Registrable Securities a Common Shares (the “Resale ShelfRegistration Statement”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing), and (z) any other equity security of it shall use its commercially reasonable efforts to have the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of sharesRegistration Statement declared effective, recapitalizationrespectively, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the filing thereof. The Company is eligible to use Form S-3, (ii) agrees to cause such Registration Statement or another shelf registration statement that includes the Resale Shelf Common Shares to be declared sold pursuant to this Agreement, to remain effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (Ai) the second anniversary of the Closing, (ii) the date on which the Purchaser or its assignee ceases Purchasers cease to hold Registrable Securities covered by such Resale Shelfany Common Shares issued pursuant to this Agreement, or (Biii) on the first date on which the Purchasers are able to sell all of their Common Shares issued pursuant to this Agreement (or shares received in exchange therefor) under Rule 144 within 90 days without the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under limitations of such rule. The Purchasers agree to disclose their ownership to the Company upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. In no event shall the Purchasers be identified as statutory underwriters in the Registration Statement, unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests that the Purchasers be identified as statutory underwriters in the Registration Statement, the Purchasers will have an opportunity to withdraw their Common Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act and without for the requirement resale of the Common Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Common Shares which is equal to the maximum number of Common Shares as is permitted by the SEC. In such event, the number of Common Shares to be registered for each selling stockholder named in compliance with Rule 144(c)(1) the Registration Statement shall be reduced pro rata among all such selling stockholders. The Purchasers acknowledge and agree that the Company may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that would adversely affect the Company that would at that time not otherwise be required in a current, quarterly, or annual report under the Securities Exchange Act, provided, that, (I) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360) day period and (II) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Purchasers of such securities as soon as practicable thereafter. The Company’s obligations to include the Common Shares issued pursuant to this Agreement for resale in the Registration Statement are contingent upon the Purchasers furnishing in writing to the Company such information regarding the Purchasers, the securities of the Company held by the Purchasers and the intended method of disposition of such Common Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Common Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Registration Rights. Within thirty The Company hereby grants the following registration rights to holders of the Securities. (30i) On one occasion, for a period commencing ninety-one (91) days after the Business Combination ClosingFiling Date, but not later than two (2) years after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the outstanding Notes and outstanding Warrant Shares, the Company shall use reasonable best efforts (i) to prepare and file with the Commission a registration statement on Form S-3 or any similar short-form under the 1933 Act registering the Registrable Securities, as defined in Section 11.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are (A) registered for resale in an effective registration statement which may be available at such timestatement, (B) included for registration in a pending registration statement, or if (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company is ineligible shall promptly give written notice to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale all other record holders of the Registrable Securities a “Resale Shelf”that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser days after the date of Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Agreement, including Section 11.1(i). (ii) If the Company at any time after proposes to register any of its securities under the Business Combination Closing1933 Act for sale to the public, and (z) any whether for its own account or for the account of other equity security of the Company issued holders or issuable both, except with respect to registration statements on Forms S-4, S-8 or another form not xxxxxxxxe for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in clauses this Section 11.1(ii) without thereby incurring any liability to the Seller. (xiii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and (y) by way filing of a share capitalization or share split or registration statement under the 1933 Act in connection with a combination the proposed offer and sale for cash of sharesany of its securities for the Company's own account and the Company actually does file such other registration statement, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) such written request shall be deemed to have been given pursuant to Rule 415 under Section 11.1(ii) rather than Section 11.1(i), and the Securities Act; provided in rights of the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness holders of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelfwritten request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act on or before the 35th day from the Closing Date (the "Filing Date"), and cause to be declared effective not later than ninety (B90) calendar days after the date Filing Date (the "Effective Date"). The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 200% of the Shares issuable upon conversion of all of the Purchaser’s Notes issuable to the Subscribers, 100% of the Warrant Shares issuable pursuant to this Agreement upon exercise of the Class A Warrants (collectively the "Registrable Securities"). The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro rata, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Except with the written consent of the Subscriber, or as described on Schedule 11.1 hereto, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation included in the Registration Statement. It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (including without volume or manner "Actual Effective Date") the Company has registered for unrestricted resale on behalf of sale restrictions) under Rule 144 the Sellers fewer than 150% of the amount of Common Shares issuable upon full conversion of all sums due under the Securities Act Notes and without 100% of the requirement to be in compliance with Rule 144(c)(1) under Warrant Shares issuable upon exercise of the Securities ActWarrants.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing ninety-one (91) days after the Closing Date, but not later than two (2) years after the Closing Date ("Request Date"), upon a written request therefor from any record holder or holders of more than 50% of the Shares and Warrant Shares actually issued upon exercise of the Warrants, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Shares and Warrant Shares including Warrant Shares issuable upon exercise of the Broker's Warrants (collectively "Registrable Securities") which are the subject of such request for unrestricted public resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are registered for resale in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective within ninety (90) days after the Filing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter and (iii) 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Shares and Warrant Shares issuable pursuant to this Agreement. The Registrable Securities covered shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, PRO RATA, and not issued, employed or reserved for anyone other than each such Subscriber and Warrant holder. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Resale Shelf can Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. Without the written consent of the Subscriber, no securities of the Company other than the Registrable Securities will be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under included in the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities ActRegistration Statement except as disclosed on SCHEDULE 11.1, if any.

Registration Rights. Within The Company hereby grants the following registration rights to holders of the Securities. (i) On one occasion, for a period commencing 91 days after the Initial Closing Date, but not later than three years after the Second Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the Shares issued and issuable upon conversion of the issued Initial Closing Notes, Second Closing Notes and Warrant Shares actually issued upon exercise of the Warrants (collectively "Registrable Securities"), shall prepare and file with the Commission a registration statement under the 1933 Act covering the Shares and Warrant Shares which are the subject of such request. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include Securities which are included in an effective registration statement or included for registration in a pending registration statement, or which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i). (ii) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least 15 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller. (iii) If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii). (iv) The Company shall file with the Commission not later than thirty (30) days after the Business Combination Closing, Initial Closing Date (the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing"Filing Date"), and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective within ninety (90) days after the Initial Closing Date (the "Effective Date"), a Form SB-2 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the Securities Act promptly thereafter 1933 Act. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 200% of the Shares issuable upon conversion of the Initial Closing Notes and Second Closing Notes (iiiusing the Conversion Price on the Initial Closing Date or the trading day immediately preceding the filing date of the Registration Statement, or any amendment thereto, whichever results in the greatest number of registrable Shares) to maintain and 100% of the effectiveness Warrant Shares issuable upon exercise of such Resale Shelf with respect to the Purchaser’s Warrants. The Registrable Securities until shall be reserved and set aside exclusively for the earliest benefit of (A) each Subscriber, and not issued, employed or reserved for anyone other than each Subscriber. Such Registration Statement will immediately be amended or additional registration statements will be immediately filed by the date on which Company as necessary to register additional shares of Common Stock to allow the Purchaser or its assignee ceases to hold public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities covered by such Resale Shelfwill be included in the registration statement described in this Section 11.1(iv) except as disclosed on Schedule 11.1, (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Actwritten consent of Subscriber.