Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if the Issuer at any time after the expiration of the One Year Lock-Up Preiod proposes to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date to the Holders of its intention to do so and of the Holders’ rights under this Section 2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Issuer has been so requested to register. Notwithstanding the foregoing, if at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), 1 and subject to Section 2.52, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), including in accordance with Section 3, it will each such time give prompt written notice (a “"Notice of Piggyback Registration”") at least twenty (20) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.24, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a)1 or a Shelf Registration under Section 2, as applicable, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 4 shall relieve the Company of its obligations to effect a registration under Section 1 or Section 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b)If, and subject to Section 2.5, if the Issuer at any time after the expiration occurrence of the One Year Lock-Up Preiod a Put Dishonor and after any shares of Class A Preferred Stock have been purchased hereunder, State Auto Financial at any time proposes to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will shall each such time give prompt written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) 30 days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.27.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will State Auto Financial shall use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer State Auto Financial has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer State Auto Financial shall determine for any reason not to register or to delay registration of such securities, the Issuer State Auto Financial may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a)7.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 7.2 shall relieve State Auto Financial of its obligations to effect a Demand Registration under Section 7.1 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 2, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including a registration in lieu of a Demand Registration pursuant to SECTIONS 2(b)(iii) and 2(f), it will each such time give prompt written notice (a “Notice of Piggyback Registration”"NOTICE OF PIGGYBACK REGISTRATION") at least twenty (20) days prior to the anticipated filing date to the all Holders of its intention to do so and of the such Holders’ ' rights under this Section 2.2SECTION 3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of If any Holder made delivers a Request for Registration to the Company within twenty fifteen (2015) days after receipt of such Holder receives a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof)Registration, the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request demand that such registration be effected as a Demand Registration under Section 2.1(a)SECTION 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. Subject to the provisions of SECTION 2(f), no registration effected under this SECTION 3 shall relieve the Company of its obligations to effect a Demand Registration under SECTION 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.51, if the Issuer at any time after the expiration of the One Year Lock-Up Preiod Company proposes to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with Section l(f), it will each such time give written notice (a “Notice of Piggyback Registration”) at least twenty (20) 15 days prior to the anticipated filing date date, to the Holders all Investors of its intention to do so and of the HoldersInvestors’ rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder Investor made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder Investor and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to registerregister to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders Investors that elected to participate in such registration (the “Piggyback Investors”) and, thereupon, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so Piggyback Investors to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b1(c), and subject to Section 2.5, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), including in accordance with Section 2, it will each each, at such time time, give prompt written notice (a “"Notice of Piggyback Registration”") at least twenty (20) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.2, 3 which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty fifteen (2015) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a1(a), but subject in any case to the provisions in Section 1(d) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a registration under Section 1(a).

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), 1 and subject to Section 2.52, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), including in accordance with Section 3, it will each each, at such time time, give prompt written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holderssuch holders’ rights under this Section 2.24, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a)1 or a Shelf Registration under Section 2, as applicable, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 4 shall relieve the Company of its obligations to effect a registration under Section 1 or Section 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer MLP at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms) and files (i) a shelf registration statement or similar form that may be adopted by the Commission(ii) registering shares a registration statement, other than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give MLP shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty 45 days prior to the filing of such registration statement or ten (2010) days prior to the anticipated filing date of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.3 as hereinafter provided. Subject to the other provisions of this Section 2.3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts MLP shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (a "Piggyback Registration"), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the MLP proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities for the period provided in Section 3.1(b). If a Piggyback Registration all Registrable Securities involves an Underwritten Offering, immediately upon notification to the MLP from the underwriter of the price at which such securities are to be sold, the Issuer has been MLP shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time up to and including the time of pricing of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the MLP revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior up to and including the effective date time of effectiveness or, if applicable, pricing of the Piggyback Registration Statement filed in connection with such registration, the Issuer MLP shall determine for any reason not to register or to delay registration of such securities, the Issuer MLP may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the MLP shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration under Section 2.1(a)2.2, subject, however, to the provisions of Section 2.5 and (ii) in the case of a determination to delay registeringsuch registration, the MLP shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the MLP received a request to include Registrable Securities in such Piggyback Registration, then the MLP shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2.3 which the MLP is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3 shall be in addition to the registration rights granted pursuant to the other provisions of Article 2 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 1, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with SECTION l(g), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty thirty (2030) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities that have executed substantially identical agreements, of its intention to do so and of the Holders’ such holders' rights under this Section 2.2SECTION 2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)SECTION 1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.. No registration

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer MLP at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms) and files (i) a shelf registration statement or similar form that may be adopted by the Commission(ii) registering shares a registration statement, other than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give MLP shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty 45 days prior to the filing of such registration statement or ten (2010) days prior to the anticipated filing date of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights right to participate in such registration under this Section 2.22.3 as hereinafter provided. Subject to the other provisions of this Section 2.3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts MLP shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (a “Piggyback Registration”), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the MLP proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities for the period provided in Section 3.1(b). If a Piggyback Registration all Registrable Securities involves an Underwritten Offering, immediately upon notification to the MLP from the underwriter of the price at which such securities are to be sold, the Issuer has been MLP shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time up to and including the time of pricing of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the MLP revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior up to and including the effective date time of effectiveness or, if applicable, pricing of the Piggyback Registration Statement filed in connection with such registration, the Issuer MLP shall determine for any reason not to register or to delay registration of such securities, the Issuer MLP may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the MLP shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration under Section 2.1(a)2.2, subject, however, to the provisions of Section 2.5 and (ii) in the case of a determination to delay registeringsuch registration, the MLP shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the MLP received a request to include Registrable Securities in such Piggyback Registration, then the MLP shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2.3 which the MLP is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3 shall be in addition to the registration rights granted pursuant to the other provisions of Article 2 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 2, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including a registration in lieu of a Demand Registration pursuant to SECTION 2(f), it will each such time give prompt written notice (a “Notice of Piggyback Registration”"NOTICE OF PIGGYBACK REGISTRATION") at least twenty (20) days prior to the anticipated filing date to the all Holders of its intention to do so and of the such Holders’ ' rights under this Section 2.2SECTION 3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of If any Holder made delivers a Request for Registration to the Company within twenty fifteen (2015) days Business Days after receipt the date of a the Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof)Registration, the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders entitled any Qualifying Holder to do so to request demand that such registration be effected as a Demand Registration under Section 2.1(a)SECTION 1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. Subject to the provisions of SECTION 2(f), no registration effected under this SECTION 3 shall relieve the Company of its obligations to effect a Demand Registration under SECTION 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b)If, and subject to Section 2.5, if the Issuer at any time after the expiration occurrence of the One Year Lock-Up Preiod a Put Dishonor, State Auto Financial at any time proposes to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or after any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (Class A Preferred Stock have been purchased hereunder to effect a “Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty (20) 30 days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.27.02, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer State Auto Financial will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer State Auto Financial has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer State Auto Financial shall determine for any reason not to register or to delay registration of such securities, the Issuer State Auto Financial may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a)7.01 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 7.02 shall relieve State Auto Financial of its obligations to effect a Demand Registration under Section 7.01 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration closing of the One Year Lock-Up Preiod IPO (or if the IPO does not close for any reason, after the IPO has been abandoned) proposes to file a Registration Statement register any of its Stock under the Securities Act (by registration on any form other than a Registration Statement on Form Forms S-4 or Form S-8 (or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securitiesforms) (each such proposed registration, a “Piggyback Registration”), it will each such time the Company shall give written notice (a “Notice of Piggyback RegistrationRegistration Notice”) at least twenty to all registered holders of Registrable Securities who are then parties to this Agreement (20collectively, “Holders”) days prior to of such intention (including a minimum price for purposes of this Agreement (the anticipated filing date to the Holders of its intention to do so “Minimum Price”)) and of the such Holders’ rights under this Section 2.2, which Notice 2.1. Holders who wish to include all or a portion of Piggyback their Registrable Securities in a Registration (a “Requesting Holder”) shall include deliver a description of written request (an “Inclusion Request”) to the intended method of disposition Company specifying the number of such securitiesRequesting Holder’s Registrable Securities to be included in such Registration. Upon the written request of An Inclusion Request shall be made as promptly as practicable and in any Holder made event within twenty (20) 30 days after the receipt of a Registration Notice from the Company, provided that an Inclusion Request shall be made within 15 days (if such date is earlier than the date required by the first clause of this sentence) of the Company’s notification to Holders, that (i) such registration will be on Form S-3 (or a successor form) and (ii) such shorter period of time is required because of a planned filing date. Notice of Piggyback such expedited response time may be given as part of the Registration Notice or thereafter by telephone or facsimile followed by written confirmation (which request the date of such notice shall specify be the Registrable Securities intended date of such telephonic or facsimile notification). Subject to be disposed the provisions of by such Holder and the intended method of disposition thereof)this Section, the Issuer Company will use its commercially reasonable best efforts to effect registration under the Securities Act of all Registrable Securities for which the Company has received Inclusion Requests, provided that the Company shall not be required to make any efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities in a Registration if neither the CMEP Parties nor any transferee of the CMEP Parties are participating as sellers in such Registration (whether pursuant to this Agreement or otherwise). Upon notification to the Company by the managing underwriter of the public offering pursuant to which a Registration is effected of the price at which the Issuer has been so requested Company is to registersell its Stock, if such price is at or above the Minimum Price, the Company shall include the Registrable Securities of such Requesting Holder in such Registration and each Requesting Holder shall be obligated to sell such Registrable Securities unless the CMEP Parties elect not to sell Registrable Securities. Notwithstanding anything to the foregoingcontrary contained herein, if at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer shall determine Company determines for any reason or no reason not to register or the securities proposed to delay registration of such securitiesbe registered, the Issuer may, at its election, give upon written notice of such determination to each Requesting Holder, the Holders and, thereupon, (i) in the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 1, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with SECTION l(g), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty thirty (2030) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities that have executed substantially identical agreements, of its intention to do so and of the Holders’ such holders' rights under this Section 2.2SECTION 2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)SECTION 1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this SECTION 2 shall relieve the Company of its obligations to effect a Requested Registration under SECTION 1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 1, if the Issuer Tengtu at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty thirty (2030) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.2SECTION 2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty thirty (2030) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer Tengtu will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Tengtu has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Tengtu shall determine for any reason not to register or to delay registration of such securities, the Issuer Tengtu may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)SECTION 1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this SECTION 2 shall relieve Tengtu of its obligations to effect a Requested Registration to the extent permitted and in accordance with SECTION 1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.51, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with Section 1(f), it will each such time give written notice (a “"Notice of Piggyback Registration”) "), at least twenty fifteen (2015) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty fifteen (2015) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofholder), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent required to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1. 2.2.

Right to Include Registrable Securities. Notwithstanding registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price that any limitation contained in Section 2.1(b)Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and subject such Requesting Holder shall then have the right to Section 2.5, if the Issuer at any time after the expiration of the One Year Lock-Up Preiod proposes withdraw its request to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of have its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date to the Holders of its intention to do so and of the Holders’ rights under this Section 2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by included in such Holder and the intended method of disposition thereof)registration statement; provided further, the Issuer will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Issuer has been so requested to register. Notwithstanding the foregoingthat if, if at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders and, thereupon, each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders any holder or holders of Registrable Securities entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a)2.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities. Notwithstanding anything contained in this Section 2.2(a), the Company shall not, if any Requesting Holder shall have requested the registration of shares of Common Stock issuable upon exercise of any Warrant in the registration, consummate the sale of the securities included in the registration until such time as any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or early termination thereunder shall have been granted if such Requesting Holder notifies the Company that it is required to make a filing under the Hart-Xxxxx-Xxxxxx Xxx before it may exercise its Warrants. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5SECTION 1, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with SECTION 1(g), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty thirty (2030) days prior to the anticipated filing date date, to the Holders all holders of Registrable Equity Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.2SECTION 2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Equity Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Equity Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Equity Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Equity Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Equity Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)SECTION 1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Equity Securities for the same period as the delay in registering such other securities. No registration effected under this SECTION 2 shall relieve the Company of its obligations to effect a Requested Registration under SECTION 1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.51, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with Section 1(f), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) ), at least twenty (20) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holderssuch holders’ rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.52, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including a registration in lieu of a Demand Registration pursuant to Section 2(e), it will each such time give prompt written notice (a “"Notice of Piggyback Registration”") at least twenty (20) days prior to the anticipated filing date to the Holders Purchaser of its intention to do so and of the such Holders’ ' rights under this Section 2.23, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon If the written request of any Holder made Purchaser delivers a Request for Registration to the Company within twenty fifteen (2015) days after receipt of the Purchaser receives a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof)Registration, the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders Purchaser and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders entitled Purchaser to do so to request demand that such registration be effected as a Demand Registration under Section 2.1(a)2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Demand Registration under Section 2.

Right to Include Registrable Securities. Notwithstanding any --------------------------------------- limitation contained in Section 2.1(b), and subject to Section 2.52, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes --------- date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including a registration in lieu of a Demand Registration pursuant to Section 2(q), it will each such time give ------------ prompt written notice (a “"Notice of Piggyback Registration”") at least twenty (20) days prior to the anticipated filing date to the all Holders of --------------------------------- its intention to do so and of the such Holders’ ' rights under this Section 2.23, which Notice of Piggyback --------- Registration shall include a description of the intended method of disposition of such securities. Upon the written request of If any Holder made delivers a Request for Registration to the Company within twenty fifteen (2015) days Business Days after receipt the date of a the Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof)Registration, the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request demand that such registration be effected as a Demand Registration under Section 2.1(a)2, and (ii) --------- in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.. No registration effected under this Section ------- 3 shall relieve the Company of its obligations to effect a Demand Registration - under Section 2. ---------

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”"NOTICE OF PIGGYBACK REGISTRATION") at least twenty 30 days (20or 20 days in the case of a Short-Form Registration) days prior to the anticipated filing date to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securitiesUnits. Upon the written request of any Holder such holder made within twenty 30 days (20or 20 days in the case of a Short-Form Registration) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securitiesUnits, the Issuer may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitiesUnits.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), If there is not an effective Automatic Shelf Registration Statement or Shelf Registration Statement covering Registerable Securities and subject to Section 2.5, if the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms) whether or similar form that may be adopted by the Commission) registering shares not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice which notice shall be given on the later of Piggyback Registration”) at least twenty (20) 30 calendar days prior to such proposed registration and such time as the anticipated filing date Company’s board of directors determines to effect such registration) to the Holders Wayzata Parties of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the HoldersWayzata Parties’ rights under right to participate in such registration hereunder. Subject to the other provisions of this Section 2.2paragraph (c), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder Wayzata Party made within twenty ten (2010) calendar days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by the Wayzata Parties to include be so registered (a “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in this Agreement, provided however that if the Piggyback Registration all Registrable Securities which involves an underwritten offering and the Issuer has been so requested underwriter advises that the Company delay of such for materially and adversely impact the registration or sale of the shares, then the Company shall advise Wayzata of such advice and Wayzata shall notify the Company within such shorter time as deemed necessary by the underwriter to registeravoid such material adverse impact on the offering. Notwithstanding the foregoingThe Wayzata Parties requesting inclusion in a Piggyback Registration may, if at any time after giving a Notice of Piggyback Registration and prior to the effective date of the related Registration Statement filed in connection with such registration, the Issuer shall determine (and for any reason not to register or to delay registration of reason), revoke such securities, the Issuer may, at its election, give request by delivering written notice of such determination to the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with Company revoking such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitiesrequested inclusion.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any --------------------------------------- time after or from time to time during the expiration one year period commencing on the date of this Agreement (the One Year Lock-Up Preiod "Piggyback Period") proposes to file a Registration Statement register any of its ---------------- securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms) whether or similar form that may be adopted by the Commission) registering shares not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 20 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.1 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 15 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (a "Piggyback Registration"), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If a Piggyback Registration all Registrable Securities involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time prior to the effective date of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall -------- ------- extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Piggyback Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. No delay or a series of delays of a registration beyond the Piggyback Period shall prejudice the Holders' rights under this Section 2.1. Accordingly, Holders who requested inclusion in a Piggyback Registration delayed by the Company beyond the Piggyback Period may, at the election of such Holder, continue to include such Holder's Registrable Securities in such registration. There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2.1 which the Company is obligated to effect during the Piggyback Period.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time proposes after the expiration date hereof to effect a registration, other than a Shelf Registration Statement, of equity securities or securities convertible into equity securities of the One Year Lock-Up Preiod proposes to file a Registration Statement Company under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer Company or for the account of any holder of securities of the Issuer Company (other than Registrable Securities) (a “Piggyback RegistrationPIGGYBACK REGISTRATION”), it will each such time give prompt written notice (a “Notice of Piggyback RegistrationNOTICE OF PIGGYBACK REGISTRATION”) ), at least twenty (20) days 10 Business Days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities stating (i) its intention to do so so, (ii) whether the Piggyback Registration will be made pursuant to an underwritten offering and of the Holders(iii) such holders’ rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) five days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofholder), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason in its good faith judgment to not to register or to delay registration of such securities, the Issuer may, Company shall at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice). Notwithstanding the foregoing, howeverfor purposes of this Agreement, to the rights Piggyback Registration shall not include any registration in respect of a dividend reinvestment or similar plan for stockholders of the Holders entitled to do so to request that such Company or any registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitieson Form S-4 or on Form S-8.

Right to Include Registrable Securities. Notwithstanding any limitation limitations contained in Section 2.1(b2.1(a)(iii), and subject to Section 2.52.1(e) below, if the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod Registration Rights Date proposes to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 S-4, Form F-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common StockShares, whether for sale for the account of the Issuer Company or for the account of any holder of securities of the Issuer Company (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “Notice of Piggyback Registration”) at least twenty fifteen (2015) days Business Days prior to the anticipated filing date date, to each of the Holders Holders, of its intention to do so and of the Holders’ such Holder’s rights under this Section 2.22.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder the Holders made within twenty fifteen (2015) days Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder the Holders and the intended method of disposition thereof), the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to those Holders participating in the Holders registration hereunder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses Expense in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so Holder to request that such registration be effected as a the Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.1(b) shall relieve the Company of its obligations to effect a Demand Registration under Section 2.1(a).

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any --------------------------------------- time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 30 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an "Incidental Registration"), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a)2.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days -------- ------- from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

Right to Include Registrable Securities. Notwithstanding any --------------------------------------- limitation contained in Section 2.1(b), and subject to Section 2.5Sections 1 or 2.1, if the Issuer Company at any time proposes ----------------- to effect a Piggyback Registration after the expiration of the One Year Lock-Up Preiod proposes to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock[June 30, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”)2002], it will each such time give prompt written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) days prior to the anticipated filing date date, to the all Holders of Registrable Securities of its intention to do so and of the such Holders’ ' rights under this Section 2.2, which Notice of Piggyback Registration shall include a ----------- description of the intended method of disposition of such securities. Upon the written request of any Holder made within twenty fifteen (2015) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and and, subject to the provisions of Section 2.3(b), the intended method of disposition thereof), the Issuer -------------- Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer shall determine Company determines for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.. No registration effected under this Section ------- 2.2 shall relieve the Company of its obligations to effect a Requested --- Registration under Section 2.1. -----------

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 30 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a2.1 or 2.3(a), and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 45 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a2.1 or 2.3(a), and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof; provided, however, that, in the event that the sole or lead managing Underwriter of an Initial Public Offering shall advise the Company in writing that the inclusion of shares of the Management Holders requested to be included in such registration would materially interfere with the successful marketing of the securities being offered, the registration rights granted pursuant to the provisions of this Section 2.2 shall not apply to the Management Holders in connection with such Initial Public Offering.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to 1 or Section 2.52, if the Issuer Company at any time on or after the expiration of the One Year Lock-Up Preiod Effective Date proposes to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “Notice of Piggyback Registration”) ), at least twenty fifteen (2015) calendar days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holderssuch holders’ rights under this Section 2.23, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty fifteen (2015) calendar days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofholder), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which that the Issuer Company has been so requested to register, all to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (ia) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled any Requesting Holder to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1 or a Shelf Registration under Section 2, and (iib) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Requested Registration under Section 1 or a Shelf Registration under Section 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject Unless the Company has registered for resale the Registrable Securities pursuant to Section 2.51 or Section 2.1, then if the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod proposes to file effect a Piggyback Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stockafter June 1, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”)2000, it will each such time give prompt written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) days prior to the anticipated filing date date, to the all Holders of Registrable Securities of its intention to do so and of the such Holders’ ' rights under this Section 2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within twenty fifteen (2015) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and and, subject to the provisions of Section 2.3(b), the intended method of disposition thereof), the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer shall determine Company determines for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall the Company will be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a Requested Registration under Section 2.1. -5- 6

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 30 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay The registration of such securities, the Issuer may, at its election, give written notice of such determination rights granted pursuant to the Holders and, thereupon, (i) in the case provisions of a determination not to register, this Section 2.2 shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, addition to the registration rights granted pursuant to the other provisions of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities2 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject Subject to Section 2.54.3, if the Issuer Company or any other issuer of Registrable Securities at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register shares of its equity securities or Registrable Securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms or similar form that may be adopted by in connection with an exchange offer or an offering of securities solely to the Commission) registering shares existing stockholders or employees of its Common Stockthe Company), whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice to all Holders of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date to the Holders Registrable Securities of its intention to do so undertake such registration and of such Holders' rights to participate in such registration to the Holders’ rights extent of their holdings of Piggyback Registrable Securities under this Section 2.24 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice to such Holders of its intended registration (which notice by Holders shall specify the amount of such Piggyback Registrable Securities to be registered, which Notice amount for each Holder must equal or exceed the lesser of (i) half of all Piggyback Registrable Securities that such Holder either owns or has the right to acquire or (ii) 10,000 shares), to the extent necessary to permit their disposition in accordance with the Company's intended methods thereof of all such Piggyback Registrable Securities by including such Piggyback Registrable Securities in the registration statement pursuant to which the Company proposes to register the securities (a "Piggyback Registration"); provided, however, that if such registration involves an underwritten offering, all Holders requesting inclusion in the registration shall be required to sell such Piggyback Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable to the Company and any other Persons selling securities. Holders desiring to participate in a Piggyback Registration shall include a description of be bound by the Company's intended method of disposition of such securitiesshares thereunder. Upon the written request of any Holder made within twenty (20) days after receipt of The Holders requesting inclusion in a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended registration pursuant to be disposed of by such Holder and the intended method of disposition thereof)this Section 4 may, the Issuer will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Issuer has been so requested to register. Notwithstanding the foregoing, if at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with registration statement relating to such registration, the Issuer shall determine for any reason not to register or to delay registration of revoke such securities, the Issuer may, at its election, give request by delivering written notice of such determination to the Holders and, thereupon, (i) in the case of a determination not to register, Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, prejudice to the rights of the Holders entitled to do so to request that such registration request, and shall not be effected as counted as, a Demand Registration or Shelf Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities3 above.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod from time to time thereafter proposes to file a Registration Statement register any of its securities under the Securities 1933 Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms) whether or similar form that may be adopted by the Commission) registering shares not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty ten (2010) days Trading Days prior to such proposed registration and which notice shall be given after the anticipated filing date Company has publicly disclosed such proposed registration) to the Holders each Buyer of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of each such Buyer’s right to participate in such registration. Subject to the Holders’ rights under this Section 2.2other provisions contained herein, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder Buyer made within twenty five (205) calendar days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the 1933 Act of all Registrable Securities requested by each Buyer to include be so registered (a “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth herein. If a Piggyback Registration all Registrable Securities involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so requested to registeradvise each participating Buyer. Notwithstanding the foregoingEach Buyer requesting inclusion in a Piggyback Registration may, if at any time after giving a Notice of Piggyback Registration and prior to the effective date Effective Date of the Piggyback Registration Statement filed in connection with such registration, the Issuer shall determine (and for any reason not to register or to delay registration of reason), revoke such securities, the Issuer may, at its election, give request by delivering written notice of such determination to the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with Company revoking such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitiesrequested inclusion.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 30 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a)2.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.1 or similar form that may be adopted by the Commission2.3) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 30 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration (an "Incidental Registration Notice"), describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements to the extent known to the Company) and of the such Holders’ rights ' right to participate in such registration under this Section 2.22.2 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.2(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 20 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder registered and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to include be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a)2.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities.; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time proposes after the expiration date hereof to effect a registration, other than a Shelf Registration Statement, of equity securities or securities convertible into equity securities of the One Year Lock-Up Preiod proposes to file a Registration Statement Company under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer Company or for the account of any holder of securities of the Issuer Company (other than Registrable Securities) (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) "NOTICE OF PIGGYBACK REGISTRATION"), at least twenty (20) days 10 Business Days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities stating (i) its intention to do so so, (ii) whether the Piggyback Registration will be made pursuant to an underwritten offering and of the Holders’ (iii) such holders' rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) five days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofholder), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason in its good faith judgment to not to register or to delay registration of such securities, the Issuer may, Company shall at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice). Notwithstanding the foregoing, howeverfor purposes of this Agreement, to the rights Piggyback Registration shall not include any registration in respect of a dividend reinvestment or similar plan for stockholders of the Holders entitled to do so to request that such Company or any registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitieson Form S-4 or on Form S-8.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b1(c), and subject to Section 2.5, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), including in accordance with Section 2, it will each each, at such time time, give prompt written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holderssuch holders’ rights under this Section 2.2, 3 which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty fifteen (2015) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a1(a), but subject in any case to the provisions in Section 1(d) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a registration under Section 1(a).

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after beginning on the expiration second anniversary of the One Year Lock-Up Preiod date of this Agreement proposes (other than pursuant to file a Registration Statement Section 3.1) to register the offering and sale of shares of Common Stock under the Securities Act (by registration on any form other than a Registration Statement on Form Forms S-4 or Form S-8 (or any successor forms thereto) whether or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether not for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”)its own account, it will shall each such time give prompt written notice (a “Notice "Piggyback Notice") to all holders of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date to the Holders Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities3.2. Upon the written request of any Holder made such holder (a "Requesting Holder") received by the Company within twenty (20) 15 days after receipt the giving of a any Piggyback Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder and the intended method of disposition thereofsuch disposition), the Issuer will Company shall use its commercially all reasonable best efforts to include in such registration ("Piggyback Registration") all Registrable Securities that the Registration Statement relating to Requesting Holders have so requested be included in such Piggyback Registration to permit the disposition by such Requesting Holders of such Registrable Securities; provided that (i) if such registration involves an underwritten public offering, all holders of Registrable Securities which requesting to be included in the Issuer has been so requested Company's registration must sell their Registrable Securities to register. Notwithstanding the foregoingunderwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, if at any time after giving a Notice notice of Piggyback Registration its intention to register any securities pursuant to this Section 3.2(a) and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, Company shall give written notice to all holders of such determination to the Holders Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration (but not from effected under this Section 3.2 shall relieve the Company of its obligation obligations to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to effect registrations upon request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.under

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if If the Issuer Company at any time after the expiration of the One Year Lock-Up Preiod or from time to time proposes to file a Registration Statement register the sale of any of its securities under the Securities Act (other than in a Registration Statement registration on Form S-4 or Form S-8 or any successor form to such forms and other than pursuant to Section 2.01 or similar form that may be adopted by the Commission2.03) registering shares whether or not pursuant to registration rights granted to other holders of its Common Stock, securities and whether or not for sale for its own account, the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give Company shall deliver prompt written notice (a “Notice of Piggyback Registration”) which notice shall be given at least twenty (20) 15 days prior to the anticipated filing date such proposed registration) to the all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of the such Holders’ rights right to participate in such registration under this Section 2.22.02 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.02(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon upon the written request of any Holder made within twenty (20) 15 days after the receipt of a Notice of Piggyback Registration such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such the requesting Holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts Company shall effect the registration under the Securities Act of the resale of all Registrable Securities requested by Holders to include be so registered (an “Incidental Registration”), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement relating which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Piggyback Registration all Registrable Securities in accordance with the registration procedures set forth in Article IV hereof. If an Incidental Registration involves an Underwritten Offering, promptly after notification to the Company from the Underwriter of the price at which such securities are to be sold, the Issuer has been Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested to registerinclusion. Notwithstanding the foregoing, if If at any time after giving a Notice written notice of Piggyback Registration its intention to register the sale of any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securitiessale, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register the resale of any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) ), without prejudice, however, to the rights of the Holders entitled to do so to request that cause such registration to be effected as a Demand Registration registration under Section 2.1(a), 2.01 or 2.03(a) and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of the resale of such Registrable Securities for the same period as the delay in registering the sale of such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.02 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.02 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.51, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes Effective Time to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”, including in accordance with Section 1(e), it will each such time give written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) days prior to the anticipated filing date date, to the Holders Agent of its intention to do so and of the Holders’ rights Restricted Group's right under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder the Agent made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofof), the Issuer Company will use its commercially reasonable best efforts to include in the Registration Statement registration statement relating to such Piggyback Registration Registration, for offer and sale in accordance with the intended method of disposition described in the Notice of Piggyback Registration, all Registrable Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders Agent and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights right of the Holders entitled to do so Agent on behalf of the Restricted Group to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1. There shall not be any limitation on the number of Effective Registrations constituting Piggyback Registrations in which any Registrable Securities may be included.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if In the Issuer event that the Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give prompt written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) 30 days prior to the anticipated filing date date, to the all Holders of its intention to do so and of the such Holders’ ' rights under this Section 2.23, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any such Holder (each a "Requesting Holder") made within twenty (20) 20 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and Holder) the intended method Company will, subject to the other provisions of disposition thereof)this Agreement, the Issuer will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Equity Securities which the Issuer Company has been so requested to register. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Equity Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a)2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Equity Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Demand Registration under Section 2.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if the Issuer at any time after the expiration of the One Year Lock-Up Preiod Period proposes to file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to the anticipated filing date to the Holders of its intention to do so and of the Holders’ rights under this Section 2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within twenty (20) days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Issuer will use its commercially reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Issuer has been so requested to register. Notwithstanding the foregoing, if at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.51, if the Issuer Company at any time proposes after the expiration of the One Year Lock-Up Preiod proposes date hereof to file effect a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor or similar form that may be adopted by the Commission) registering shares of its Common Stock, whether for sale for the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a “Piggyback Registration”), it will each such time give written notice (a “"Notice of Piggyback Registration”) "), at least twenty (20) 15 days prior to the anticipated filing date date, to the Holders all holders of Registrable Securities of its intention to do so and of the Holders’ such holders' rights under this Section 2.22, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within twenty (20) 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereofholder), the Issuer will use its commercially reasonable best efforts Company will, subject to the other provisions of this Agreement, include in the Registration Statement registration statement relating to such Piggyback Registration all Registrable Securities which the Issuer Company has been so requested to register, all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to the Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders any Requesting Holder entitled to do so to request that such registration be effected as a Demand Requested Registration under Section 2.1(a)1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1.