Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any securities shareholder of Company, the Company exercising registration rights other than on Form S-4 pursuant to Section 2.2 or Form S-8 or their then equivalents relating to equity securities to be issued solely Section 2.3 hereof) any of its Common Stock in connection with any acquisition the public offering of any entity or business or such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable in connection with employee benefit plansupon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), Company it shall send to the Holders each Holder written notice of such determination and ifand, if within ten (10) days after receipt of such notice, any such Holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account of Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities which may be shares of Common Stock included in the Registration Statement any such registration statement because, in such underwriter(s)’ underwriter’s judgment, such limitation is necessary to effect an orderly public distributionbased on market conditions, then (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities registration statement, with respect to which such Holder has requested inclusion. Any exclusion the requesting Holder, only an amount of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion equal to the product of (i) the number of Registrable Securities specified in their respective requeststhat remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furthereither case, however, that, after giving effect to the immediately preceding proviso, any exclusion of no Registrable Securities shall be made pro rata with holders of reduced or excluded from any registration unless all other securities having other than the right to include Registrable Securities are first entirely excluded from such securities in the Registration Statement, based on the number registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementunderwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right to registration of Registrable Securities under this Section 1(b) 2.1 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement2.2.

Piggy Back Registration. If at any time commencing on the date of issuance of Issue Date and on or before the Registrable Securities (Expiration Date, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of the Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the Issue Date Date, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3662/3%) of the Registrable Securities may waive the obligations of the Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at (a) At any time commencing on the date of issuance Registrable Securities are owned by a Subscriber and there is not an effective registration statement covering all of the Registrable Securities (Securities, and if the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Act Act, of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to the Holders each Subscriber a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any Holder such Subscriber shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder Subscriber requests to be registered; provided, except however, that ifRegistrable Securities will not be included if the underwriter(s) associated with the offering which is the subject of the registration statement believes, in connection with good faith, that the inclusion of such Registrable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed, and further provided, however, that the Company shall not be required to register any underwritten public offering Registrable Securities pursuant to this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the account SEC pursuant to the Act or that are the subject of Company, the managing underwriter(s) thereof shall impose a then effective registration statement. If any SEC Guidance sets forth a limitation on the number of Registrable Securities which may securities permitted to be included in registered on a particular registration statement (and notwithstanding that the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary Company used diligent efforts to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited advocate with the SEC for the registration of all or a greater portion of the Registrable Securities with respect Securities), unless otherwise directed in writing by a Subscriber as to which such Holder has requested inclusion. Any exclusion of its Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in be registered on such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall registration statement will be made reduced on a pro rata basis with holders of such other securities having the right to include such securities in the Registration Statement, based being registered on the number of applicable registration after as full an allocation as possible has been afforded for the securities for which the registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementstatement has been filed.

Piggy Back Registration. If at any time commencing on the date of issuance Unless all of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, to include the remaining Registrable Securities (the “Issue Date”) and ending on the date that a as part of any other registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145 promulgated under the Act of any securities of Company, other than on Form S-4 or pursuant to Form S-8 or their then equivalents relating to equity securities to be issued any equivalent form); provided, however, that if, solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(sSelling Agent(s) thereof shall shall, in its reasonable discretion, impose a limitation on the number of shares of Registrable Securities which may be included in the Registration Statement registration statement because, in such underwriter(sSelling Agent(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the Selling Agent shall reasonably permit; and further provided that no such Holder has requested inclusionpiggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among all the Holders who have requested that seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, however, that, after giving effect the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the immediately preceding proviso, any exclusion proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based no limit on the number of securities for which times the Holder may request registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement4.2.2.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 5 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date Company proposes to file a Registration Statement under the Securities Act with respect to an offering of issuance equity securities by the Company for its own account or for the account of the Registrable Securities any securityholders of any class of its equity securities (the “Issue Date”other than (i) and ending on the date that a registration statement covering the Registrable Securities has been declared effective on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC Commission) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), Company shall determine to prepare and file with the SEC including a Registration Statement relating to an offering for its own account or a Demand Registration, then the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders give written notice of such determination proposed filing to the Holders as soon as practicable (but in no event less than 20 days before the anticipated filing date), and if, within ten such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (10) days after receipt of such notice, any Holder which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that intended to be disposed of by such Holder requests and the intended method of distribution thereof) (a "Piggy-Back Registration") . The Company shall use its best efforts to be registered, except that if, in connection with any underwritten public offering for the account of Company, cause the managing underwriter(s) thereof shall impose Underwriter or Underwriters of a limitation on proposed underwritten offering to permit the number of Registrable Securities which may requested by the Holders thereof to be included in a Piggy-Back Registration (the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary "Piggy-Back Holders") to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2.1, the Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such agreementwithdrawal. No right to registration of Registrable Securities effected under this Section 1(b) shall be construed 2.2, and no failure to limit any effect a registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b2.2, shall relieve the Company of its obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1). Attachment A to Exchange AgreementSection 2.3

Piggy Back Registration. If at any time commencing on or after the date of issuance closing of the Registrable Securities (Company’s Qualified IPO, the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act any of its respective security holders of any securities security of Company, the same class as the Registrable Securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), or a registration statement filed in connection with any acquisition an exchange offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to this Section 2.2 then, the Company shall send to the Holders give written notice of such determination proposed filing to the Holders and ifOther Registration Rights Holders as soon as practicable, and such notice shall offer such Holders and Other Registration Rights Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Other Registration Rights Holder may request in writing within ten (10) days after of receipt of such notice, any Holder notice (which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that intended to be disposed of by such Holder requests or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall use its commercially reasonable best efforts to be registered, except that if, in connection with any underwritten public offering for the account of Company, cause the managing underwriter(s) thereof shall impose Underwriter or Underwriters of a limitation on proposed underwritten offering to permit the number of Registrable Securities which may requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion same terms and conditions as any similar securities of the Company included therein to permit the sale or other disposition of such Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of such agreementdistribution thereof. No Subject to Section 2.3(b), any Holder or Other Registration Rights Holder shall have the right to registration withdraw its request for inclusion of its Registrable Securities under this Section 1(bin any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within ten (10) shall be construed days of its request for inclusion; provided, that the Registration Statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementtime it becomes effective.

Piggy Back Registration. If at any time commencing on or after the date of issuance hereof, the Company proposes to file any registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act covering a public offering of the Registrable Securities (Company’s common stock, it will notify the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within Subscriber at least ten (10) days after receipt of prior to each such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated filing and will use its best efforts to include in such Registration Statement only (to the extent permitted by applicable regulation), the Securities purchased by the Subscriber hereunder and/or any shares of common stock issued pursuant to the Buyer Note (as defined in the Purchase Agreement) to the extent requested by the Subscriber within five (5) days after receipt of notice of such limited portion filing (which request shall specify the shares of common stock of the Registrable Securities with respect Company intended to which such Holder has requested inclusion. Any exclusion be sold or disposed of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to by the number Subscriber and describe the nature of Registrable Securities specified in their respective requestsany proposed sale or other disposition thereof); provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities if a greater number of shares of the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities Company’s common stock is offered for participation in the Registration Statementproposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, based on then the amount of shares of common stock of the Company proposed to be offered by the Subscriber for registration, as well as the number of securities for which of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the registration is requested statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company Securities included in the registration statement. The Subscriber agrees to cooperate with the holder Company in the preparation and filing of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A Act as to Exchange Agreementany proposed distribution.

Piggy Back Registration. If at any time commencing on after the date of issuance Initial Closing Date there is not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes (collectively, “Registrable Securities (the “Issue DateSecurities”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine determines to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form but excluding Forms S-4 or Form S-8 or their and similar forms which do not permit such registration, then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to each holder of any of the Holders Registrable Securities written notice of such determination and ifand, if within ten (10) fifteen calendar days after receipt of such notice, any Holder such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the underlying Registrable Securities that Securities, such Holder holder requests to be registeredregistered and which inclusion of such underlying Registrable Securities will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the SEC (including, except that ifbut not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Registrable Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any underwritten Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or such lesser amount in proportion to all other holders of Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public offering accountants for the account of Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the managing underwriter(s) thereof shall impose a limitation on FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the number sale of Registrable Securities which may be included are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the Registration Statement because, registration statement under Section 4.20. Selling Expenses in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company connection with each registration statement under Section 4.20 shall be obligated to include in borne by the holder and will be apportioned among such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, holders in proportion to the number of Underlying Registrable Securities specified in their respective requests; providedincluded therein for a holder relative to all the securities included therein for all selling holders, however, that Company shall not exclude any Registrable Securities unless Company has first excluded or as all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities may agree. It shall be made pro rata with holders of other securities having the right a condition precedent to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of the Company under to complete the registration pursuant to this Section 1(b). Attachment A Agreement with respect to Exchange Agreementthe Underlying Registrable Securities of a particular Purchaser that such Purchaser shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.

Piggy Back Registration. If Subject to the terms and conditions of this Warrant, the Company shall notify the holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any time commencing on registration statement under the date Securities Act for purposes of issuance a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective held by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and ifit shall, within ten (10) days after receipt of such noticethe above-described notice from the Company, any Holder shall so request notify the Company in writing, Company . Such notice shall include in such Registration Statement all or any part state the intended method of disposition of the Registrable Securities held by such holder. In the event the Company determines in its sole discretion, that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose market factors require a limitation on of the number of securities to be included in such registration statement (including the Registrable Securities which Securities), then the Company shall so advise the Warrant Holder and the number of shares that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include in such Registration Statement only such limited portion all of the its Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that registration statement thereafter filed by the Company shall not exclude or any Registrable Securities unless were excluded by the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect pursuant to the immediately preceding provisosentence, any exclusion of Registrable Securities such holder shall be made pro rata with holders of other securities having nevertheless continue to have the right to include such securities any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Registration StatementCompany with respect to offerings of its securities, based on all upon the number terms and conditions set forth herein. “Registrable Securities” means the Shares of securities for which registration is requested except Common Stock issuable to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior Warrant Holder pursuant to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementWarrant.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering register for its own account or the account of others under the Securities Act (including pursuant to a demand for registration made by any stockholder of the Company) any securities of Companyits equity securities, or warrants to purchase equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities shares of Common Stock issuable in connection with stock option or other employee benefit plans, Company it shall send to each holder of Registrable Securities as reflected on the Holders books and records of or maintained on behalf of the Company (each a "holder"), including each holder who has the right to acquire, who is entitled to registration rights under this SECTION 4.1 written notice of such determination and ifand, if within ten fifteen (1015) days after receipt of such notice, any Holder such holder shall so request in writing, the Company shall use its reasonable efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder holder requests to be registered, except that if, in connection with any underwritten public offering for of the account of Company, Company the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities shares of such Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder holder has requested inclusioninclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that the holders seeking to include Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect registration statement pursuant to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementthis ARTICLE IV. No incidental right to registration of Registrable Securities under this Section 1(b) SECTION 4.1 shall be construed to limit any registration required under Section 1(a) hereofSECTION 4.2. Holders of at least sixty-six and two-thirds percent (66 2/3%) The obligations of the Registrable Securities may waive the obligations of Company to a holder under this Section 1(b)SECTION 4.1 may be waived only by such Holder. Attachment A Anything herein to Exchange Agreementthe contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to any debt or equity securities shall be granted to any Person without the consent of the Holders.

Piggy Back Registration. (a) If the Company at any time commencing proposes to register its Common Stock under the Securities Act (other than a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for its own account (including in a registration pursuant to registration rights held by any Person (each a “Third Party Holder”)), it will, at each such time, give written notice to the date Shareholder of issuance its intention to do so setting forth the principal terms and conditions thereof. Upon the written request of the Shareholder made within ten (10) Business Days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Shareholder), the Company will use commercially reasonable best efforts to include in the registration under the Securities Act all Registrable Securities which the Company has been so requested to register by the Shareholder; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the “Issue Date”effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold, the Company may, at its election, give written notice of such determination to the Shareholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) and ending if such registration involves an underwritten public offering, the Shareholder must sell its Registrable Securities through the underwriters selected by the Company on the same terms and conditions as apply to the Company (with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings) or to the Third Party Holder. If a registration requested pursuant to this Section 3.2(a) involves an underwritten public offering, the Shareholder may elect, in writing not later than two (2) Business Days prior to the effective date that of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. Subject to the foregoing, the Company will use commercially reasonable efforts (i) to file a registration statement covering contemplated under this Section with the Registrable Securities has been SEC on or prior to the 30th day following written notice by the Shareholder and (ii) to cause such registration statement to be declared effective by the SEC Commission, on the earlier of: (A) the 60th day following the filing date for such registration statement(s) and (B) the fifth trading day following the date on which the Company shall determine to prepare and file with is notified by the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests registration statement(s) will not be reviewed or is no longer subject to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementfurther review.

Piggy Back Registration. If at any time commencing on after the date of issuance Initial Closing Date there is not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes and the Warrant Underlying Shares (collectively, “Registrable Securities (the “Issue DateSecurities”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine determines to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form but excluding Forms S-4 or Form S-8 or their and similar forms which do not permit such registration, then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to each holder of any of the Holders Registrable Securities written notice of such determination and ifand, if within ten (10) fifteen calendar days after receipt of such notice, any Holder such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the underlying Registrable Securities that Securities, such Holder holder requests to be registeredregistered and which inclusion of such underlying Registrable Securities will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the SEC (including, except that ifbut not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Registrable Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any underwritten Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or such lesser amount in proportion to all other holders of Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public offering accountants for the account of Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the managing underwriter(s) thereof shall impose a limitation on FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the number sale of Registrable Securities which may be included are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the Registration Statement because, registration statement under Section 4.20. Selling Expenses in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company connection with each registration statement under Section 4.20 shall be obligated to include in borne by the holder and will be apportioned among such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, holders in proportion to the number of Underlying Registrable Securities specified in their respective requests; providedincluded therein for a holder relative to all the securities included therein for all selling holders, however, that Company shall not exclude any Registrable Securities unless Company has first excluded or as all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities may agree. It shall be made pro rata with holders of other securities having the right a condition precedent to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of the Company under to complete the registration pursuant to this Section 1(b). Attachment A Agreement with respect to Exchange Agreementthe Underlying Registrable Securities of a particular Purchaser that such Purchaser shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.

Piggy Back Registration. If at any time commencing on after the date of issuance closing of the Registrable Securities (Company’s Qualified IPO, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act, with respect to an offering by the Company for its own account or for the account of others under the Act any of its respective security holders of any securities security of Company, the same class as the Registrable Securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), or a Registration Statement filed in connection with any acquisition an exchange offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to this Section 2.3, then the Company shall send to the Holders give written notice of such determination proposed filing to the Stockholders and ifOther Registration Rights Holders as soon as practicable, and such notice shall offer such Stockholders (and their Permitted Transferees) and Other Registration Rights Holders the opportunity to register such number of shares of Registrable Securities as each such Stockholder or Other Registration Rights Holder may request in writing within ten (10) 10 days after of receipt of such notice, any Holder notice (which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that such Holder requests intended to be registered, except that if, in connection with any underwritten public offering for disposed of by such Stockholder or Other Registration Rights Holder and the account intended method of Company, distribution thereof) (a “Piggy-Back Registration”). The Company shall use its best efforts to cause the managing underwriter(s) thereof shall impose Underwriter or Underwriters of a limitation on proposed underwritten offering to permit the number of Registrable Securities which may requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion same terms and conditions as any similar securities of the Company included therein to permit the sale or other disposition of such Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of such agreementdistribution thereof. No Subject to Section 2.4(b), any Stockholder or Other Registration Rights Holder shall have the right to registration withdraw its request for inclusion of its Registrable Securities under this Section 1(bin any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within 10 days of its request for inclusion; provided, that the Registration Statement including such shares (a “Piggy-Back Registration Statement”) shall be construed is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementtime it becomes effective in its sole discretion.

Piggy Back Registration. If at any time commencing on The Holder of this Warrant shall have ------------------------- the date of issuance right to include all of the Registrable Securities shares of Common Stock underlying this Warrant (the “Issue Date”"Registrable Securities") and ending on the date that a as part of any registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity a transaction contemplated by Rule 145(a) promulgated under the Securities Act or business or equity securities issuable pursuant to Form S-8) and must be notified in connection with employee benefit plans, Company shall send to the Holders written notice writing of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsfiling; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation X. Xxxxxx shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not exclude any Registrable Securities unless Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company has first excluded all outstanding securities in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementWarrants.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A B to Exchange Securities Purchase Agreement

Piggy Back Registration. If If, at any time commencing on after the date of issuance Company has completed an Initial Public Offering, the Company proposes to register any of the Registrable shares of its Common Stock under the Securities (Act for sale to the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commissionpublic, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering whether for its own account or for the account of others under the Act of any securities of Companyother security holders or both (except with respect to registration statements on Forms S-4, other than on Form S-4 or Form S-8 or their another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice to each Holder of its intention to do so. Upon the written request of a Holder, received by the Company within 20 days after the receipt by such Holder of any such notice from the Company, the Company will use its best efforts to cause the Restricted Stock then equivalents relating owned by any Holder as to equity securities which registration shall have been so requested to be issued solely included in connection with any acquisition the shares of any entity or business or equity securities issuable in connection with employee benefit plansits Common Stock to be covered by the registration statement proposed to be filed by the Company, Company shall send all to the Holders written notice extent necessary to permit the sale or other disposition by the Holder(s) of such determination and ifRestricted Stock so registered. Notwithstanding the foregoing provisions, within ten (10the Company may withdraw any registration statement referred to in this paragraph 4(b) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that ifand, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account Company or to be sold by any other holder of the Company's Common Stock, if the managing underwriter(s) thereof underwriter for such offering shall impose a limitation on the number of Registrable Securities shares of the Restricted Stock which may be included in the Registration Statement registration statement, because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion that number of shares of the Registrable Securities with respect Restricted Stock as the managing underwriter believes will not jeopardize the success of the offering, in each case without thereby incurring any liability to which any Holder of the Restricted Stock. The Company shall advise all Holders of the Restricted Stock requested to be included in any registration pursuant to this paragraph 4(b) of a withdrawal of the registration statement or the imposition of any such Holder has requested inclusion. Any exclusion restrictions by the managing underwriter, and the number of Registrable Securities shares that may be included in the registration and underwriting shall be made pro allocated first to all securities proposed by the Company to be sold for its own account, and second among such Holders and the holders of all of other securities of the Company requested to be included in such registration pro-rata among all such Holders who have requested that Registrable Securities be included, and such other holders in proportion to the respective number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled shares held by right to inclusion of securities in such Registration Statement; Holders and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with holders at the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) time of the Registrable Securities may waive filing of the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementregistration statement.

Piggy Back Registration. If at any time commencing on The Holders of this Registration Rights Agreement shall have the date of issuance right to include all of the Registrable Securities shares of Common Stock underlying this Warrant (the “Issue Date”"Registrable Securities") and ending on the date that a as part of any registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145(a) promulgated under the Act of any securities of Company, other than on or pursuant to Form S-4 or Form S-8 or their then equivalents relating to equity securities to S-8) and must be issued solely notified in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice writing of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsfiling; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Agreement if the shares of Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of Rule 144. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement prior to the effectiveness of such registration whether or not exclude any Registrable Securities unless Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company has first excluded all outstanding securities in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementWarrants.

Piggy Back Registration. If at any time commencing on or after the ----------------------- date of issuance which is 180 days following the closing of the Registrable Securities (Company's Initial Public Offering, the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act any of its respective security holders of any securities class of Company, security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), a registration statement filed in connection with any acquisition an exchange offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company's existing security holders), then the Company shall send to the Holders give written notice of such determination proposed filing to the Holders as soon as practicable, and if, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within ten (10) 10 days after of receipt of such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder shall so have the right to withdraw its request in writing, Company shall include in such Registration Statement all or any part for inclusion of the its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within 20 days of its request for inclusion, provided that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in including such underwriter(s)’ judgment, such limitation shares (a "Piggy-Back Registration Statement") is necessary to effect an orderly public distribution, then not yet effective. The Company shall be obligated to include in such may withdraw a Piggy-Back Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude at any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities time prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementtime it becomes effective.

Piggy Back Registration. If at any time commencing on prior to the earlier of (i) the date of issuance on which all of the Registrable Securities have been sold and (the “Issue Date”ii) and ending on the date that a registration statement covering on which the Registrable Securities has been declared effective may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the SEC Commission1933 Act, the Company shall determine to prepare and file with the SEC Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send to the Holders each Investor who is entitled to registration rights under this Section 5.2 written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the effective date of such notice, any Holder such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the Company the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder Investor has requested inclusioninclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that the Investors seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which registration an Investor is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right entitled to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the 5.2 is an underwritten offering, then each Investor whose Registrable Securities may waive are included in such Registration Statement shall, unless otherwise agreed by the obligations Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of Company under this Section 1(b). Attachment A to Exchange Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.”

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities Series D Preferred Shares and the Common Shares may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance when there is not an effective Registration Statement covering all of the Registrable Securities (Securities, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the Holders each Holder of Registrable Securities written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any such Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any . In the case of an underwritten public offering for the account of Companyoffering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities which may be of the Holders included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro reduced pro-rata among all such Holders who have requested that Registrable Securities be included, in proportion to (based upon the number of Registrable Securities specified requested to be included in their respective requests; providedthe registration), however, that if the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities after consultation with the holders of which are not entitled by right to underwriter(s) recommends the inclusion of securities in such Registration Statement; and provided furtherfewer Registrable Securities, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bor (y) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) none of the Registrable Securities may waive of the obligations Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. Notwithstanding the foregoing, the Company shall have no further obligation to register the Registrable Securities from and after the date upon which such Registrable Securities are salable under this Section 1(b). Attachment A to Exchange AgreementRule 144.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine Issuer proposes to prepare and ----------------------- file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Issuer for its own account or for the account of others under the Act any of its respective securityholders of any securities of Company, Securities (other than (i) an Initial Public Equity Offering, unless other securityholders of the Issuer are participating therein; (ii) a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute or comparable forms that may be issued solely adopted by the SEC); (iii) a registration statement filed in connection with any acquisition an offer or offering of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send solely to the Holders Issuer's existing securityholders; (iv) a Demand Registration), then the Issuer shall give written notice of such determination and ifproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 15 Business Days before the anticipated filing date or, if confidentiality is necessary, within ten (10) days after receipt of one business day following the anticipated filing date; provided, in any such notice-------- case, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part the Holders have not less than 20 Business Days notice prior to the pricing of the Registrable Securities that offering), and such Holder requests notice shall offer such Holders the opportunity to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the register such number of Registrable Securities as each such Holder may request (which may request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Issuer shall use its ----------------------- best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion same terms and conditions as any similar securities of the Issuer or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with respect to which such Holder has requested inclusion. Any exclusion the intended method of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsdistribution thereof; provided, however, that Company in no event shall not exclude any the Issuer be required to reduce the number -------- ------- of securities proposed to be sold by the Issuer or alter the terms of the securities proposed to be sold by the Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities be included. Any Holder shall be made pro rata with holders of other securities having have the right to include such securities withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw prior to the effectiveness of the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under . The Issuer may withdraw a Piggy-Back Registration at any written agreement entered into by Company with the holder of such other securities time prior to the Issue Date time it becomes effective; provided that the Issuer shall give prompt notice thereof to participating -------- Holders. The Issuer will pay all Registration Expenses in which case such other securities shall be excluded, if at all, in accordance connection with the terms of such agreement. No right to each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 1(b) shall be construed 2.2, and no failure to limit any effect a registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A 2.2, shall relieve the Issuer of its obligation to Exchange effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Issuer of any other obligation under this Agreement.

Piggy Back Registration. If at any time commencing on following twenty-four (24) months after the date of issuance of the Registrable Securities (the “Issue Closing Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company AMCF shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than for an underwritten offering or on Form S-4 or Form S-8 S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansequivalents), Company AMCF shall send to the Holders WHEC a written notice of such determination and if, determination. If within ten (10) days after receipt of such notice, any Holder or within such shorter period of time as may be specified by AMCF in such written notice as may be necessary for AMCF to comply with its obligations with respect to the timing of the filing of such Registration Statement, WHEC shall so request in writing, Company (which request shall include in such Registration Statement all or any part of specify the Registrable Securities that such Holder requests AMCF Shares intended to be registered), except that if, in connection with any underwritten public offering for AMCF shall use reasonable best efforts to cause the account registration under the Securities Act of Company, all AMCF Shares which AMCF has been so requested to register by WHEC (the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s“Piggy-Back Registration”)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company if AMCF is advised in writing in good faith by the managing underwriter of AMCF’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than AMCF (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, AMCF may reduce the amount offered for the accounts of Selling Stockholders to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any persons not exclude having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities unless Company has first excluded all outstanding and securities the holders of held by any persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which are is not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A B to Exchange Agreement

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a "Piggy-back Registration Statement"), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Company for its own account or the account of others under the Act any of its respective securityholders of any class of its common equity securities of Company, (other than a Registration Statement on Form S-4 S-8 (or Form S-8 or their any substitute form that may be adopted by the SEC), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders give written notice of such determination proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and if, within ten such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (10) days after receipt of such notice, any Holder which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that such Holder requests intended to be registered, except that if, in connection with disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). In the case of any underwritten public offering for the account of Companyoffering, the Company shall use its best efforts to cause the managing underwriter(s) thereof shall impose a limitation on Underwriter or Underwriters of such proposed underwritten offering to permit the number of Registrable Securities which may requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in same terms and conditions as any similar securities of any other securityholder included therein and to permit the sale or other disposition of such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of such agreementdistribution thereof. No Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw prior to the time such Registration is declared or becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it is declared or becomes effective; provided that the Company shall give prompt notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 1(b) 2.1 and to complete the sale of shares of Common Stock in connection therewith shall be construed to limit relieve the Company of any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company other obligation under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any time commencing on underwritten offering described in Section 3 hereof have informed, in writing, the date Piggy-Back Holders that it is their opinion that the total number of issuance shares of Registrable Common Stock that the Company and Holders of Registrable Securities (Common Stock and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the “Issue Date”) and ending on success of such offering, then the date that a registration statement covering the number of shares of Registrable Securities has been declared effective by the SEC Commission, Company shall determine Common Stock to prepare and file with the SEC a Registration Statement relating to an offering be offered for its own account or the account of others under the Act of any securities of Company, Piggy-Back Holders and all such other Persons (other than on Form S-4 the Company) participating in such registration shall be reduced (to zero, if necessary) or Form S-8 or their then equivalents relating to equity securities to be issued solely limited pro rata in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send proportion to the Holders written notice respective number of such determination and if, within ten (10) days after receipt shares of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests Common Stock requested to be registered, except that if, in connection with any underwritten public offering for to the account of Company, extent necessary to reduce the managing underwriter(s) thereof shall impose a limitation on the total number of shares of Registrable Securities which may Common Stock requested to be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion offering to the number of shares of Registrable Securities specified in their respective requestsCommon Stock, if any, recommended by such managing Underwriters; provided, however, that if such offering is effected for the account of any other securityholder of the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect pursuant to the immediately preceding provisoDemand Registration rights of such securityholder, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on then the number of securities shares of Registrable Common Stock to be offered for which the account of the Company, the Piggy-Back Holders and any other holders that have requested to include shares of Registrable Common Stock in such registration is (but not such securityholders who have exercised their Demand Registration rights) shall be reduced (to zero, if necessary), in the case of this clause pro rata in proportion to the respective number of shares of Registrable Common Stock requested except to be registered, to the extent necessary to reduce the total number of shares of Registrable Common Stock requested to be included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior offering to the Issue Date in which case such other securities shall be excludednumber of shares of Registrable Common Stock, if at allany, in accordance with the terms of recommended by such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementmanaging Underwriters.

Piggy Back Registration. If at any time Unless all of the Common Stock underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, commencing on the date of issuance of that this Warrant becomes exercisable until seven (7) years from the Effective Date, to include the remaining Registrable Securities (the “Issue Date”) and ending on the date that a as part of any other registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145 promulgated under the Act of any securities of Company, other than on Form S-4 or pursuant to Form S-8 or their then equivalents relating to equity securities to be issued any equivalent form); provided, however, that if, solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock of Registrable Securities which may be included in the Registration Statement registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such Holder has requested inclusionpiggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among all the Holders who have requested that seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, however, that, after giving effect the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the immediately preceding proviso, any exclusion proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based no limit on the number of securities for which times the Holder may request registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement4.1.

Piggy Back Registration. If (a) If, at any time commencing on prior to July 30, 2015, the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company Corporation shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account a resale offering by any of others its stockholders under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Corporation’s stock option or other employee benefit plans, Company then the Corporation shall send deliver to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any such Holder shall so request in writing, Company the Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered; provided, except that if, in connection the Corporation shall not be required to register any Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or (ii) the subject of a then effective registration statement. Such registration statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with any underwritten public offering for respect to the account Registrable Shares. Subject to the terms of Companythis Schedule, the managing underwriter(s) thereof Corporation shall impose a limitation on the number of Registrable Securities which may be included in use its reasonable best efforts to cause the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities filed under this Section 1(b) to be declared effective under the Securities Act as promptly as reasonably practical after the filing thereof and shall be construed use its reasonable best efforts to limit any registration required keep the Registration Statement continuously effective under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Securities Act until all Registrable Securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may waive be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the obligations of Company requirement for the Corporation to be in compliance with the current public information requirement under this Section 1(bRule 144, as determined by the counsel to the Corporation pursuant to a written opinion letter to such effect, addressed and acceptable to the Corporation’s transfer agent and the affected Holders (the “Effectiveness Period”). Attachment A to Exchange Agreement.

Piggy Back Registration. If If. at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A B to Exchange Agreement

Piggy Back Registration. (a) If the Company shall at any time commencing on propose to file a registration statement under the date Securities Act for an offering of issuance securities of the Company for resale by holders of the Company's securities other than Registrable Securities (the “Issue Date”) "Requesting Holders"), the Company shall provide prompt written notice of such proposal, in any event, not less than 15 days before the anticipated filing date, to all Stockholders of its intention to do so and ending on the date that a of such Stockholders' rights under this Section 3. The Company shall use its best efforts to include such number of Registrable Securities in such registration statement covering which the Registrable Securities Company has been declared so requested to register by any Requesting Holder (a "Piggy-back Registration"), which request shall be made to the Company within 15 days after such Stockholders receive notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective by date of the SEC Commissionregistration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with register such securities, the SEC a Registration Statement relating to an offering for Company may, at its own account or the account of others under the Act of any securities of Companyelection, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders give written notice of such determination and ifto each Stockholder and, within ten (10) days after receipt thereupon, shall be relieved of such notice, its obligation to register any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any such registration, and (ii) if such registration involves an underwritten public offering for the account of Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number all holders of Registrable Securities which may requesting to be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Requesting Holders, with such differences, including any with respect to which such Holder has requested inclusionindemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any exclusion of Registrable Securities shall Stockholder requesting pursuant to this Section 3 to be made pro rata among all Holders who have requested that Registrable Securities be includedincluded in a registration may elect, in proportion writing prior to the number effective date of Registrable Securities specified the registration statement filed in their respective requests; providedconnection with such registration, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include register such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent connection with such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementregistration.

Piggy Back Registration. If at any time commencing on The Holders of this Registration Rights Agreement shall have the date of issuance of the right to include all Registrable Securities (the “Issue Date”) and ending on the date that a as part of any registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC CommissionCompany (other than that required to be filed pursuant to the terms herein, Company shall determine to prepare and file in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145(a) promulgated under the Act of any securities of Company, other than on or pursuant to Form S-4 or Form S-8 or their then equivalents relating to equity securities to S-8) and must be issued solely notified in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice writing of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsfiling; provided, however, that Company the Holders agree it shall not exclude have any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right piggy-back registration rights pursuant to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, this Agreement if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive be sold in the obligations United States pursuant to the provisions of Rule 144. Holders shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holders or not include Holders as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters and the Holders agree to enter into an underwriting agreement in customary form reasonably acceptable to the Holders. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holders, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed ninety (90) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1(b)Agreement prior to the effectiveness of such registration whether or not any Holder elected to include securities in such registration. Attachment A All registration expenses incurred by the Company in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to Exchange Agreementthe Holders.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities Series D Preferred Shares and the Common Shares may waive the obligations of Company under this Section 1(b). Attachment A B to Exchange Agreement

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act a Stockholder pursuant to Section 13.2 of any securities class of Company, security (other than a registration statement on Form S-4 or Form S-8 or their any successor forms thereto), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders give written notice of such determination proposed filing to each of the holders of Registrable Securities (other than any Stockholders), and ifsuch notice shall describe in detail the proposed registration and distribution and shall offer such holders (other than any Stockholders) the opportunity to register the number of Registrable Securities as each such holder may request. The Company shall, and shall use commercially reasonable efforts (within ten (10) days after receipt of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to, permit the holders of Registrable Securities who have requested in writing (within ten (10) days of the giving of the notice of the proposed filing by the Company) to participate in the registration for such noticeoffering (the "Requesting Holders") to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any offering under this Section 13.3 involving an underwriting, any Holder shall so request in writing, the Company shall not be required to include any Registrable Securities in such Registration Statement all underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or any part part, of the Registrable Securities that such Holder requests which the Requesting Holders have requested to be registeredincluded would materially and adversely affect such public offering, except then the Company shall be required to include in the underwriting only that ifnumber of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be offered in connection with any the underwriting shall be allocated first, to the Company based on the number of shares it desires to sell in the underwritten public offering for its own account; and thereafter pro rata among the account Stockholders based on the number of Company, shares otherwise proposed to be included therein by the managing underwriter(s) thereof shall impose a limitation on Stockholders. If the number of Registrable Securities which may to be included in the Registration Statement because, underwriting in such underwriter(s)’ judgment, such limitation accordance with the foregoing is necessary less than the total number of shares which the Requesting Holders of Registrable Securities have requested to effect an orderly public distributionbe included, then Company such Requesting Holders shall be obligated to include participate in such Registration Statement only such limited portion the underwriting pro rata based upon their total ownership of the Registrable Securities with respect and such other shares of Common Stock as are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such Holder has holder requested inclusion. Any exclusion to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder shares of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementCommon Stock.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act any securityholders of any securities class of Company, its equity Securities (other than (i) a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any applicable substitute, replacement or successor form that may be issued solely adopted by the Commission), (ii) a registration statement filed in connection with any acquisition an exchange offer or offering of any entity Securities solely to the Company’s existing securityholders or business or equity securities issuable in connection with employee benefit plans(iii) a registration statement relating to a Demand Registration), then the Company shall send to the Holders give written notice of such determination and if, within ten proposed filing to the Holders as soon as practicable (10but in no event less than twenty (20) days after receipt before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part shares of the Registrable Securities that Common Stock as each such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof may request (which request shall impose a limitation on specify the number of shares of Registrable Securities which may Common Stock intended to be disposed of by such Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested by the Holders thereof to be included in a Piggy-Back Registration (the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion “Piggy-Back Holders”) on the same terms and conditions as any similar Securities of the Registrable Securities with respect Company or any other securityholder included therein and to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to permit the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of sale or other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion disposition of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, Registrable Common Stock in accordance with the terms intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Common Stock in any registration statement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2 hereof, the Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided, that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred prior to such agreementwithdrawal. No right to registration of Registrable Securities effected under this Section 1(b) shall be construed 3, and no failure to limit any effect a registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b3, shall relieve the Company of its obligations pursuant to Section 2 hereof, and no failure to effect a registration under this Section 3 and to complete the sale of shares of Registrable Common Stock in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company’s obligations under Sections 6 and 7 hereof). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance either of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine Issuers proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by such Issuer for its own account or for the account of others under the Act any of its respective securityholders of any securities class of Company, Common Stock (other than (i) a registration statement on Form S-4 X-0, X-0 or Form S-8 F-4 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), (ii) a registration statement filed in connection with any acquisition an offer or offering of any entity securities solely to such Issuer's existing securityholders or business or equity securities issuable in connection with employee benefit plans(iii) a Demand Registration), Company then such Issuer shall send to the Holders give written notice of such determination and if, within ten (10) days after receipt proposed filing to the Holders of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such Holder requests notice shall offer such Holders the opportunity to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the register such number of Registrable Securities as each such Holder may request (which may request shall specify the Registrable Securities intended to be disposed of by such Holder (a "Piggy-Back Registration"). Such Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in same terms and conditions as any similar securities of such underwriter(s)’ judgment, Issuer or any other securityholder included therein and to permit the sale or other disposition of such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities in accordance with respect to which such Holder has requested inclusion. Any exclusion the intended method of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includeddistribution thereof, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company in no event shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right such Issuer be required to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on reduce the number of securities proposed to be sold by such Issuer or alter the terms of the securities proposed to be sold by such Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for which registration is requested except inclusion of its Registrable Securities in any Registration Statement pursuant to the extent this Section 2.2 by giving written notice to such pro rata exclusion Issuer of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities its request to withdraw prior to the Issue Date effectiveness of the Registration Statement. An Issuer may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that such Issuer shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in which case such other securities shall be excluded, if at all, in accordance connection with the terms of such agreement. No right to each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 1(b) shall be construed 2.2, and no failure to limit any effect a registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A 2.2, shall relieve an Issuer of its obligation to Exchange effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve an Issuer of any other obligation under this Agreement.

Piggy Back Registration. (a) If at any time commencing on prior to the date of issuance expiration of the Registrable Securities (Registration Period Dalexx xxxll determine to register with the “Issue Date”) and ending on the date that Commission a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any securities shares of Company, its Common Stock (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), Company shall Dalexx xxxll send to the Holders written notice of such determination and ifand, if within ten (10) days after receipt of such notice, any Holder shall so request in writingwriting (the "Requesting Holders"), Company shall Dalexx xxxll include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests the Requesting Holders request to be registered, except that if, in connection with any underwritten public offering for the account of Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Registrable Securities which may be included in the Registration Statement registration statement because, in such underwriter(s)’ ' judgment, marketing or other factors (including the fact that any other Dalexx xxxreholder has included their shares in the registration statement (such shareholders are referred to as the "Other Shareholders")) dictate such limitation is necessary to effect an orderly facilitate public distribution, then Company Dalexx shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has the Requesting Holders have requested inclusioninclusion hereunder; provided, that no portion of the equity securities which Dalexx xx offering for its own account shall be excluded. Any exclusion of Registrable Securities shall be made pro rata among all the Requesting Holders who have requested that and the Other Holders seeking to include Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified sought to be included by such Requesting Holders and the Other Holders. If an offering in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of connection with which Holders are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) 2.1 is an underwritten offering, then each Requesting Holder shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six offer and two-thirds percent (66 2/3%) of the sell such Registrable Securities may waive in the obligations underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of Company under this Section 1(b)Common Stock included in such underwritten offering. Attachment A to Exchange Agreement4

Piggy Back Registration. If For so long as any shares of Preferred Stock, Warrants or any Registrable Securities are outstanding but in no event for more then two years following the Filing Date, if at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement when there is not an effective Registration Statement covering the Registrable Securities has been declared effective by Shares, the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) and including any successor forms or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(each, a "Piggyback Registration Statement"), the Company shall send to the Holders each Holder of Registrable Securities written notice of such determination and if(the "Registration Notice") and, if within ten thirty (1030) days after receipt of such notice, any such Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will cause to be included in the Piggy-Back Registration Statement all Registrable Securities which the Company has been so requested to include by the Holder, provided that if at any time after giving the Registration Notice and prior to the effective date of the Piggy-Back Registration Statement, the Company shall determine for any reason not to proceed or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon: (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in accordance with Section 3 hereof); and (ii) in the case of a determination to delay registration, shall be permitted to delay registration of any Registrable Securities requested to be included pursuant to this Section 2(a) for the same period as the delay in registration of the other securities included in the Piggy-Back Registration Statement. The Company shall include in such the Piggy-Back Registration Statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude any be required to include in the Piggy-Back Registration Statement the number of Registrable Securities unless Company has first excluded all outstanding securities held by a Holder that are eligible for sale pursuant to Rule 144 under the holders Securities Act. In the event that the Piggy-Back Registration Statement relates to an underwritten public offering, if the managing underwriter(s) determines that marketing factors require limitation or exclusion of which are not entitled by right the Registrable Securities and objects to the inclusion of securities the Registrable Securities in such the Piggy-Back Registration Statement, then if the Company (after consultation with the managing underwriter(s)) determines to include in the Piggy-Back Registration Statement fewer or none of the Registrable Securities of the Holders, then the number of Registrable Securities of the Holders, to the extent permitted to be included in the Piggy-Back Registration Statement, shall be reduced pro-rata among such Holders (based upon the total number of Registrable Securities requested by the Holders to be included in the Piggy-Back Registration Statement); and provided furtherprovided, however, thatthat if securities are being offered for the account of other Persons as well as the Company, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other Persons (other than the Company). To the extent that Registrable Securities of a Holder are included in a Piggy-Back Registration Statement that relates to an underwritten public offering, the right of such Holder to have its Registrable Securities included therein shall be made pro rata with holders of other securities having the right to include conditioned upon such securities Holder's participation in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written and agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementunderwriting. No right Each Holder shall (together with the Company and such other Persons including securities in the Piggy-Back Registration Statement) enter into an underwriting agreement in customary form with the underwriter(s) and shall use such Holder's commercially reasonable efforts to registration prepare and provide all documents and opinions required to be delivered thereunder in respect of their participation as selling securityholders in the subject offering. In connection with the foregoing, the Company and the Holder's shall also comply with the provisions of Section 2(e) below. In the event that the managing underwriter(s) permits inclusion of a Holder's Registrable Securities, such Holder may be prohibited from selling other Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders for a period of at least sixty-six and two-thirds percent (66 2/3%) time following the effective date of the Registrable Securities may waive Piggy-Back Registration Statement as required by the obligations underwriter(s), such period not to exceed 90 days from the effective date of Company under this Section 1(b). Attachment A to Exchange Agreementthe Piggy-Back Registration Statement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering register for its own account or the account of others under the Securities Act (including pursuant to a demand for registration made by any Holder of Registrable Securities) any securities of Companyits equity securities, or warrants to purchase equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities Depositary Units to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansbusiness, Company it shall send to each Holder of Registrable Securities as reflected on the Holders books and records of or maintained on behalf of the Company, including each Holder who has the right to acquire, who is entitled to registration rights under this SECTION 4.1 written notice of such determination and ifand, if within ten fifteen (1015) days after receipt of such notice, any such Holder shall so request in writing, the Company shall use its reasonable efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for of the account of Company, Company the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities Units which may be included in the Registration Statement registration statement because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusioninclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among all the Holders who have requested that seeking to include Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect registration statement pursuant to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementthis ARTICLE IV. No incidental right to registration of Registrable Securities under this Section 1(b) SECTION 4.1 shall be construed to limit any registration required under Section 1(a) hereofSECTION 4.2. Holders of at least sixty-six and two-thirds percent (66 2/3%) The obligations of the Registrable Securities may waive the obligations of Company to a Holder under this Section 1(b)SECTION 4.1 may be waived only by such Holder. Attachment A Anything herein to Exchange Agreementthe contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to any debt or equity securities shall be granted to any Person without the consent of the Holders.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement, prior to the time when the Underlying Shares could be sold pursuant to Rule 144, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Holders each Purchaser written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any Holder such Purchaser shall so request in writingwriting (which request shall specify the Underlying Shares intended to be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the extent required to permit the disposition of such Underlying Shares so to be registered. The Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder Underlying Shares such Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude be required to register any Registrable Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of the Securities unless Company has first excluded all outstanding securities Act. In the holders case of which are not entitled by right an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of securities the Underlying Shares in such Registration Statementregistration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Underlying Shares would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Underlying Shares of the Purchasers, then (x) the number of Underlying Shares of the Purchasers included in such registration statement shall be reduced pro-rata among such Purchasers (based upon the number of Underlying Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares of the Purchasers shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Shares; and provided furtherprovided, however, that, after giving effect to that if securities are being offered for the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders account of other securities having persons or entities as well as the right to include Company, such securities in the Registration Statement, based on reduction shall not represent a greater fraction of the number of securities for Underlying Shares intended to be offered by the Purchasers than the fraction of similar reductions imposed on such other persons or entities (other than the Company). The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Underlying Shares covered by such Registration Statement have been sold or (y) the date on which registration is requested except all Underlying Shares may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the extent such pro rata exclusion of such other securities is prohibited under any Company pursuant to a written agreement entered into by Company with the holder of such other securities prior opinion letter, addressed to the Issue Date in which case Company's transfer agent to such other securities shall be excluded, if at all, in accordance effect. In connection with the terms of such agreement. No right to any registration of Registrable Securities under Underlying Shares pursuant to this Section 1(b) Section, the Company and the Purchaser participating in such registration shall be construed to limit any enter into a registration required under Section 1(a) hereof. Holders rights agreement containing customary and reasonable provisions regarding the registration of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementsecurities.

Piggy Back Registration. If at any time commencing MBI proposes to register any of its common stock under the Securities Act in connection with the public offering of such securities on a form that would also permit the date of issuance registration of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC CommissionShares, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of CompanyMBI shall, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansat such time, Company shall send to promptly give the Holders written notice of such determination and if, determination. Upon the written request of any Holder given within ten (10) 20 business days after receipt of any such noticenotice by the Holder, MBI shall use its best efforts (subject to MBI's right to decide for any Holder shall so request in writing, Company shall include in such Registration Statement reason not to proceed with the public offering and MBI's exercise of its right of first refusal under Section 7.01) to cause to be registered under the Securities Act all or any part of the Registrable Securities Shares that each such Holder requests to has requested be registered, except that if, in connection with any underwritten . If the registration of which MBI gives notice is for a registered public offering for involving an underwriting, then MBI shall so advise the account Holders as a part of Companysuch written notice. In such event, the managing underwriter(sright of any Holder to registration pursuant to this Section 8.01 shall be conditioned upon such Holder's agreeing to participate in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with MBI and the other holders distributing their securities through such underwriting) thereof enter into an underwriting agreement in customary form, and upon the terms agreed upon between MBI and the underwriter, with the underwriter selected for such underwriting by MBI. Notwithstanding any other provision of this Section 8.01, if the underwriter reasonably determines that inclusion of such shares will jeopardize the success of the offering, then the underwriter may exclude some or all Registrable Shares from such registration and underwriting in accordance with the provisions of this Section 8.01. MBI shall impose a limitation on so advise all Holders and the other holders distributing their securities through such underwriting, and the number of Registrable Securities which Shares and other securities that may be included in the Registration Statement becauseregistration and underwriting shall be allocated among the Holders and the other holders (excluding MBI), in such underwriter(s)’ judgmentproportion, such limitation is necessary as nearly as practicable, to effect an orderly public distribution, then Company shall be obligated to include the respective amounts of securities proposed for inclusion in such Registration Statement only such limited portion of the Registrable Securities with respect to which registration by each such Holder has requested inclusion. Any exclusion and other holders at the time of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to filing the number of Registrable Securities specified in their respective requestsRegistration Statement; provided, however, that Company in no event shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except Registrable Shares included in the offering be reduced below 25% of the aggregate number of Registrable Shares that all Holders request MBI to include in the extent such pro rata exclusion offering. If any Holder or other holder disapproves of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, then he may elect to withdraw therefrom by written notice to MBI and the underwriter. No right to registration of Registrable Securities under this Section 1(b) Any securities excluded or withdrawn from such underwriting shall be construed withdrawn from such registration. Subject to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six the foregoing, MBI and two-thirds percent (66 2/3%) of the Registrable Securities may waive underwriter selected by MBI shall make all determinations with respect to the obligations of Company under this Section 1(b). Attachment A timing, pricing and other matters relating to Exchange Agreementthe offering.

Piggy Back Registration. If at any time commencing on Xxxxxxxx acknowledges that the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send parties to the Holders written notice Amended and Restated Securityholders Agreement have certain registration rights as set forth therein in the event of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any an underwritten public offering for of the account Company's capital stock. Accordingly, notwithstanding Section 2.A. of Companythe Registration Rights Agreement which is attached as Exhibit A to the Stockholders' Agreement, Xxxxxxxx and each Xxxxxxxx Transferee hereby acknowledges and agrees that in the event of an underwritten public offering in which the Company and holders of Company Stock elect to register a greater number of shares than allowed by the managing underwriter(s) thereof shall impose a limitation on underwriter, then the number of Registrable Securities which may shares that Xxxxxxxx and each Xxxxxxxx Transferee shall be included permitted to register in such transaction shall be determined in accordance with Section 5.2 of the Amended and Restated Securityholders Agreement, as if Xxxxxxxx were treated as a "Securityholder" under that Agreement. Thus, Xxxxxxxx and each Xxxxxxxx Transferee will have the following registration rights in the Registration Statement becauseevent of a public offering: If a registration pursuant to Section 5.1 of the Amended and Restated Securityholders Agreement involves an Underwritten Public Offering (as defined in the Amended and Restated Securityholders Agreement) and the managing underwriter advises the Company that, in such underwriter(s)’ judgmentits view, such limitation is necessary to effect an orderly public distribution, then the number of shares of Common Stock which the Company shall be obligated and any holder of Registrable Stock (as defined in the Amended and Restated Securityholders Agreement) intend to include in such Registration Statement only such limited portion of registration exceeds the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the largest number of securities for which registration is requested except can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the "Maximum Offering Size"), the Issuer will include in such registration, in the following priority, up to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementMaximum Offering Size:

Piggy Back Registration. If at any time commencing on during the date of issuance of Registration Period the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the Holders Advantage written notice of such determination and ifand, if within ten (10) days after receipt of such notice, any Holder Advantage shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder Advantage requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the Company the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ ' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includedSecurities; PROVIDED, in proportion to the number of Registrable Securities specified in their respective requests; provided, howeverHOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, howeverPROVIDED FURTHER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the Issue Date date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) The obligations of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A shall expire after the Company has afforded the opportunity for Advantage to Exchange Agreementexercise registration rights under this Section for two registrations; PROVIDED, HOWEVER, that if Advantage shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section then it shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send Notwithstanding anything to the Holders written notice of such determination and ifcontrary contained herein, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, if the managing underwriter(s) thereof shall impose of any underwritten offering that is the subject of a limitation on Piggy-Back Registration have informed the Company in writing that in their opinion the total number of Registrable Securities that the Company and the Piggy-Back Holders intend to include in such offering exceeds the number that can be sold in such offering without materially and adversely affecting the marketability of the offering, then (i) the number of Registrable Securities which may to be offered for the account of all other persons that have requested to include Registrable Securities in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be included; (ii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Piggy-Back Holders (if any) shall be reduced (to zero, if necessary); and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total number of Registrable Securities requested to be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion offering to the number of Registrable Securities specified in their respective requestsSecurities, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include if such securities in the Piggy-Back Registration Statement, based contemplates an "over-allotment option" on the number part of securities for which registration is requested except underwriters, to the extent such pro rata exclusion of such other securities over-allotment option is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. exercised and Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive were excluded from registering any of the obligations Registrable Securities they requested be included in such registration pursuant to the cutback provisions of Company under this Section 1(b2.4(b), then the over-allotment option shall be fulfilled through the registration and sale of such excluded Registrable Securities. Attachment A to Exchange AgreementARTICLE III

Piggy Back Registration. If at any time commencing on after the date of issuance of Company has completed a Public Equity Offering, the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Company for its own account or for the account of others under the Act any of its securityholders of any securities class of Company, its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a Registration Statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC) or (ii) a Registration Statement filed in connection with any acquisition an exchange offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company's existing securityholders), then the Company shall send to the Holders give written notice of such determination proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and if, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within ten (10) 30 days after receipt of such notice, any written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder shall so request in writing, (a "PIGGY-BACK REGISTRATION"). The Company shall include in use its best efforts to keep such Piggy-Back Registration Statement continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all or any part of the Registrable Securities that covered thereby. The Company shall use its best efforts to cause the managing Underwriter or underwriters, if any, of such Holder requests proposed offering to permit the Registrable Securities requested to be registeredincluded in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, except HOWEVER, that if, the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number each registration of Registrable Securities which may be included in the Registration Statement becauserequested pursuant to this Section 2.2, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such and each Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among pay all Holders who have requested that underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities be includedpursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, in proportion and no failure to effect a registration under this Section 2.2, shall relieve the number Company of its obligation to effect a registration upon the request of Holders of Registrable Securities specified in their respective requests; providedpursuant to Section 2.1 hereof, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right and no failure to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which a registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) 2.2 and to complete the sale of securities registered thereunder in connection therewith shall be construed to limit relieve the Company of any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company other obligation under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at (but without any time commencing obligation to do so) the Issuer proposes to register (including for this purpose a registration effected by the Issuer for stockholders other than the holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in an Issuer stock plan or a corporate reorganization or other transaction covered by Rule 145 under the Securities Act, or any registration on any form which does not include substantially the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that same information as would be required to be included in a registration statement covering the sale of the Registrable Securities has been declared effective by Securities), the SEC CommissionIssuer shall, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Companyat such time, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders promptly give each holder written notice of such determination and if, registration. Upon the written request of each Holder given within ten twenty-five (1025) days after receipt mailing of such noticenotice in accordance with Section 3.3, any Holder shall so request in writingthe Issuer shall, Company shall include in such Registration Statement except as herein provided, cause to be registered under the Securities Act all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each such Holder has requested inclusionto be registered. Any exclusion of In the Registrable Securities that each such Holder has requested to be registered in 66 connection with any offering involving an underwriting of shares of the Issuer’s capital stock, the Issuer shall not be required under Section 2.3 to include any of the holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Issuer and the Underwriters selected by it (or by other persons entitled to select the underwriters pursuant to Section 2.3), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Issuer. If the total amount of securities, including Registrable Securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Issuer that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Issuer shall be made required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all Holders who have requested that Registrable Securities be included, in proportion the selling stockholders according to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion total amount of securities entitled to be included therein owned by each selling stockholder or in such Registration Statement; and provided further, however, that, after giving effect other proportions as shall mutually be agreed to by such selling stockholders. The piggyback rights granted to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities Holders in the Registration Statement, based on the number of securities for which registration this Section 2.5 is requested except hereby expressly subordinated to the extent such pro rata exclusion piggyback rights granted under Article II of such other securities is prohibited that certain Amended and Restated Registration Rights Agreement, dated December 14, 1999 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Fund III, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd., Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire and Cable Co., Ltd. and granted under any written agreement entered into by Article II of that certain Registration Rights Agreement, dated as of March 23, 2000 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Partners, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd. and Chemical Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementMalaysia Berhad.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Company for its own account or for the account of others under the Act any of its respective securityholders of any securities class of Company, Common Stock (other than (i) a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), (ii) a registration statement filed in connection with any acquisition an offer or offering of any entity securities solely to the Company's existing securityholders or business or equity securities issuable in connection with employee benefit plans(iii) a Demand Registration, then the Company shall send to the Holders give written notice of such determination and if, within ten (10) days after receipt proposed filing to the Holders of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such Holder requests notice shall offer such Holders the opportunity to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the register such number of Registrable Securities as each such Holder may request (which may request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with respect to which such Holder has requested inclusion. Any exclusion the intended method of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includeddistribution thereof, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that in no event shall the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right be required to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for which registration is requested except inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the extent such pro rata exclusion Company of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities its request to withdraw prior to the Issue Date effectiveness of the Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in which case such other securities shall be excluded, if at all, in accordance connection with the terms of such agreement. No right to each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 1(b) shall be construed 2.2, and no failure to limit any effect a registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A 2.2, shall relieve the Company of its obligation to Exchange effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company Purchaser shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than (i) the amendment of a Registration Statement previously filed or the filing of a Registration Statement that was previously filed and withdrawn or (ii) on Form S-4 or Form S-8 X-0, Xxxx X-0 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company Purchaser shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registeredPurchase Price Shares, except that if, in connection with any underwritten public offering for the account of Company, the Purchaser the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’ ' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then Company the Purchaser shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Purchase Price Shares as the underwriter shall permit. If an offering in connection with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not Seller is entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) 6.18 is an underwritten offering, then the Purchase Price Shares shall be construed to limit any registration required under Section 1(a) hereof. Holders offered and sold in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementcommon stock included in such underwritten offering.

Piggy Back Registration. If (a) If, at any time commencing on or after the date of issuance of Closing Date and on or prior to three years from the Registrable Securities (Closing Date, the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering for its own account by the Company or the account of others under the Act any other party of any securities class of Company, equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or pursuant to any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansplans of the Company), then the Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Rightsholders owning Registerable Securities at least 20 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall send be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Holder Notice") to the Holders written notice Company, the inclusion of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part portion of the Registrable Registerable Securities that of such Holder requests Rightsholders in such registration statement. The Company shall use reasonable efforts to be registered, except that if, in connection with any underwritten public offering for the account of Company, cause the managing underwriter(s) thereof shall impose of a limitation proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the number same terms and conditions as any similar securities of Registrable the Company included therein. Notwithstanding anything to the contrary contained in this Paragraph 2(a), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which may be included in were the Registration Statement becausesubject of all Holder Notices that the total amount and kind of securities which they, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated and any other person intend to include in such Registration Statement only offering is such limited portion as to materially and adversely affect the success of such offering, then the Registrable Securities with respect amount of securities to which be offered for the accounts of such Holder has requested inclusion. Any exclusion of Registrable Securities Rightsholders and persons other than the Company shall be made eliminated or reduced pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, (based on the number amount of securities for owned by such Rightsholders and other persons which carry registration is requested except rights) to the extent necessary to reduce the total amount of securities to be included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior offering to the Issue Date amount recommended by such managing underwriter(s) in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementits written opinion.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities New Unsecured Notes and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities New Unsecured Notes and the Common Shares may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the Galera proposes to file a “Issue Date”) and ending on the date that a shelf registration statement” or similar registration statement covering the Registrable Securities has been declared effective by the SEC Commissionresale of shares of Common Stock for an offering to be made on a continuous basis pursuant to Rule 415 (including, Company shall determine to prepare and file with the SEC for this purpose, a Registration Statement relating to an offering by Galera for its own account or the account of others under the Act of any securities of Company, stockholders other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansthe Holders), Company shall send to Galera shall, at such time, promptly give the Holders written notice of such determination and ifregistration. Upon the request of a Holder given within [***] after such notice is given by Galera, within ten (10) days after receipt Galera shall cause to be registered all of the Warrant Shares that such Holder has requested to be included in such Registration Statement, provided, that, in no event shall Galera cause to be registered any Warrant Shares if the inclusion of such notice, any Holder shall so request in writing, Company shall include Warrant Shares would reduce the number of securities being registered in such Registration Statement all or any part of pursuant to the Registrable Securities that such Investors’ Rights Agreement. In the event a Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated elects to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities Warrant Shares in such Registration Statement; , such Holder shall furnish to Galera such information regarding itself, the Warrant Shares and provided furtherothers securities of Galera held by it, however, that, after giving and the intended method of disposition of the Warrant Shares as is reasonably required to effect to the immediately preceding proviso, any exclusion registration of Registrable Securities such Holder’s Warrant Shares. Galera shall be made pro rata with holders of other securities having have the right to include terminate or withdraw any Registration Statement initiated by it under this Section 4.01 before the effective date of such securities in the Registration Statement, based on the number of securities whether or not any Holder has elected to include Warrant Shares in such Registration Statement, for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excludedreason, if or no reason at all. For the avoidance of doubt, in accordance the rights with the terms of such agreement. No right respect to registration of Registrable Securities under this Section 1(b) shall be construed granted hereunder are not intended to limit provide rights to any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Holder in connection with an underwritten offering of the Registrable Securities may waive the obligations Common Stock of Company under this Section 1(b). Attachment A to Exchange AgreementGalera.

Piggy Back Registration. (i) If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a when there is not already an effective registration statement covering the Registrable Securities has been declared effective by Securities, the SEC Commission, Company shall determine decide (but without any obligation to do so) to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account of any of its equity securities or the account of others under the Act other holders of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely in connection with any the acquisition of any an entity or business business, or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall send to the Holders each Holder written notice of such determination and ifdecision. If, within ten (10) fifteen days after receipt of such notice, any a Holder shall so does not request in writingwriting to the Company that some or all of such Holder’s Registrable Securities be removed from such registration statement, then the Company shall include in such Registration Statement thereafter use its reasonable best efforts to cause all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may are held by each Holder to be included in such registration on the Registration Statement because, same terms and conditions as the securities otherwise being sold in such underwriter(s)’ judgmentregistration, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion subject to the number of Registrable Securities specified in their respective requestsCompany’s right to exclude a Holder as set forth below; provided, however, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not exclude to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each selling Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are in connection with such registration (but not entitled by right from its obligation to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, pay expenses in accordance with Section 5 hereof) and (ii) in the terms case of such agreement. No right a determination to registration of delay registering, shall be permitted to delay registering any Registrable Securities under being registered pursuant to this Section 1(b2(a) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of for the Registrable Securities may waive same period as the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementdelay in registering such other securities.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act of any securities class of Company, security (other than pursuant to a registration statement on Form Forms S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely successor forms) or in connection with any acquisition an exchange offer or an offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company's existing stockholders), then the Company shall send to the Holders in each case give written notice of such determination proposed filing to the holders of Registrable Common Stock (which notice shall indicate, to the extent then known, the proposed managing underwriter or underwriters, if such offering is to be underwritten, and if, within ten (10such other terms of the proposed offering that the Company reasonably believes to be material to the holders of Registrable Common Stock) days after receipt of such notice, any Holder shall so request in writing, Company and shall include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to Common Stock owned by such holders which such Holder has holders shall request to be so included by written notice given by such holders to the Company within 10 business days after such holder's receipt of such notice from the Company (a "Piggy-back Registration"). The Company shall use reasonable diligence to effect the registration of all Registrable Common Stock requested inclusionto be so registered in such offering on the same terms and conditions as any similar securities of the Company included therein. Any exclusion Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company that the number of shares of Common Stock or other securities sought to be included in such underwritten offering would create a substantial risk that the sale of some or all of such Common Stock or other securities will interfere with the successful marketing of the securities offered by the Company or substantially reduce the proceeds or price per unit that could be derived from such underwritten offering, then the number of shares of Common Stock or other securities to be sold by holders of Registrable Securities Common Stock shall be made pro rata reduced to the greatest number of shares of Common Stock or other securities, if any, that, together with any shares of Common Stock or other securities to be included in such offering by the Company and other persons, would, in the opinion of such managing underwriter or underwriters, not create such a risk or interference, and such reduced number of shares of Common Stock or other securities, if any, to be sold by such holders shall be allocated among all Holders who have requested that Registrable Securities be included, such holders and other persons in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the shares of Common Stock then owned by such holders. The holders of which are not entitled Registrable Common Stock to be distributed by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementsuch

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any securities stockholder of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities the Company exercising registration rights) any of its Common Stock (except shares to be issued solely in connection with any acquisition of any entity or business business, shares issuable solely upon exercise of stock options, or equity securities shares issuable in connection with solely pursuant to employee benefit plans), Company it shall send to the Holders each holder of Registrable Shares, written notice of such determination and ifand, if within ten thirty (1030) days after receipt of such notice, any Holder such holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares that such Holder holder requests to be registered, except that if, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account of Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities which may be shares of such Common Stock included in the Registration Statement any such registration statement because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated and such limitation is imposed among all holders of Common Stock exercising their contractual incidental ("piggy back") right to include such Common Stock in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion registration statement as provided below on a PRO RATA basis (according to the number of shares of Common Stock held by such holders that are entitled to such "piggy back" registration rights). In the event of any such limitation, the Company may include in such registration statement only (i) shares of Common Stock to be sold for the Company's account; (ii) Registrable Securities specified in their respective requestsShares; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities and (iii) shares of Common Stock the holders of which are not entitled to registration pursuant to an agreement with the Company approved by right to inclusion the Board of securities in such Registration StatementDirectors; and provided further, howeverprovided, that, after giving effect to in the immediately case of clauses (ii) and (iii) of the preceding provisosentence, any exclusion of Registrable Securities such inclusion shall be on the PRO RATA basis hereinabove described. Notwithstanding the foregoing, no such reduction shall be made pro rata with holders of other respect to securities having being offered by the right to include such securities in the Registration Statement, based on the number of securities Company for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under its own account. If any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with Registrable Shares disapproves of the terms of such agreement. No right underwriting, he may elect to registration of Registrable Securities under this Section 1(b) shall be construed withdraw therefrom by written notice to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six the Company and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementmanaging underwriter.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Notes (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A C to Exchange Securities Purchase Agreement

Piggy Back Registration. If at any time commencing on after the date of issuance of Company's Initial Public Offering the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any securities stockholder of Companythe Company exercising registration rights) any of its Common Stock, other than on Form S-4 S-8 or Form S-8 S-4 or their then equivalents relating to equity securities to be issued solely equivalent or in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansa transaction described under Rule 145 under the Securities Act, Company it shall send to the Holders each holder of Registrable Shares written notice of such determination and if, at least 30 days before the anticipated filing date. If within ten (10) 20 days after receipt of such notice, any Holder such holder shall so request in writingwriting (a "Selling Shareholder"), the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities that Shares such Holder holder requests to be registered, except that if, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account of Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities shares of such Common Stock which may be included in the Registration Statement any such registration statement because, in such underwriter(s)’ its judgment, such limitation is necessary to effect avoid jeopardizing the success of the offering by the Company, and such limitation is imposed on a pro rata basis among the holders of Common Stock having an orderly public distributionincidental ("piggy back") right to include such Common Stock in the registration statement according to the amount of such Common Stock which each Selling Shareholder owns, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to Shares which the managing underwriter believes may be sold without having such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestseffect; provided, however, that such limitation shall not be imposed if any shares are to be included in such underwriting for the account of any person other than the Company or the requesting holders of Registrable Shares. In connection with any offering involving an underwriting of Common Stock to be issued by the Company, the Company shall not exclude any be required to include a Selling Shareholder's Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities Shares in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include underwriting unless such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with Selling Shareholder accepts the terms of such agreementthe underwriting as agreed upon by the Company and the underwriters selected by the Company. No incidental right to registration of Registrable Securities under this Section 1(b) 2 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement3.

Piggy Back Registration. If at any time commencing on All fees and expenses incident to the date performance of issuance or compliance with Section 3 of this Agreement by the Company shall be borne by the Company whether or not a Registration Statement in respect of a Piggy-Back Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities (Shares and determination of the “Issue Date”) and ending on the date that a registration statement covering eligibility of the Registrable Securities has been declared effective Shares for investment under the laws of such jurisdictions where the holders of Registrable Shares are located)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the SEC Commissionmanaging underwriter or underwriters, if any, or by the Eligible Holders of a majority in aggregate number of the Registrable Shares included in any Registration Statement, (iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to in Section 5(l)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (v) fees and expenses of all other Persons retained by the Company, (vi) internal expenses of the Company shall determine to prepare (including, without limitation, all salaries and file expenses of officers and employees of the Company performing legal or accounting duties), (vii) the expense of any annual or special audit, (viii) the fees and expenses incurred in connection with the SEC a Registration Statement relating to an offering for its own account or listing of the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with registered on any acquisition securities exchange, (ix) the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any entity underwriting discounts or business commissions or equity securities issuable in connection with employee benefit planstransfer taxes, Company shall send if any, attributable to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part sale of the Registrable Securities that such Holder requests to be registeredShares which discounts, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company commissions or taxes shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all paid by Eligible Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such Registrable Shares) and (x) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other securities is prohibited under any written agreement entered into by Company documents necessary in order to comply with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) 3 hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any time commencing on underwritten offering described in Section 3 hereof have informed, in writing, the date Piggy-Back Holders that it is their opinion that the total number of issuance shares of Registrable Common Stock that the Company and Holders of Registrable Securities (Common Stock and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the “Issue Date”) and ending on success of such offering, then the date that a registration statement covering the number of shares of Registrable Securities has been declared effective by the SEC Commission, Company shall determine Common Stock to prepare and file with the SEC a Registration Statement relating to an offering be offered for its own account or the account of others under the Act of any securities of Company, Piggy-Back Holders and all such other Persons (other than on Form S-4 the Company) participating in such registration shall be reduced (to zero, if necessary) or Form S-8 or their then equivalents relating to equity securities to be issued solely limited pro rata in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send proportion to the Holders written notice respective number of such determination and if, within ten (10) days after receipt shares of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests Common Stock requested to be registered, except to the extent necessary to reduce the total number of shares of Registrable Common Stock requested to be included in such offering to the number of shares of Registrable Common Stock, if any, recommended by such managing Underwriters; provided, that if, in connection with any underwritten public if such offering is effected for the account of any other securityholder of the Company pursuant to the Demand Registration rights of such securityholder, then the number of shares of Registrable Common Stock to be offered for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number Piggy-Back Holders and any other holders that have requested to include shares of Registrable Securities which may Common Stock in such registration (but not such securityholders who have exercised their Demand Registration rights) shall be included reduced (to zero, if necessary), in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion case of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made this clause pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the respective number of shares of Registrable Securities specified in their respective requests; providedCommon Stock requested to be registered, however, that Company shall not exclude any to the extent necessary to reduce the total number of shares of Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right Common Stock requested to inclusion of securities be included in such Registration Statement; and provided further, however, that, after giving effect offering to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion shares of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excludedRegistrable Common Stock, if at allany, in accordance with the terms of recommended by such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementmanaging Underwriters.

Piggy Back Registration. If at any time commencing on prior to the date of issuance expiration of the Registrable Securities Registration Period (as hereinafter defined) the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to the Holders Investor written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the effective date of such notice, any Holder the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder the Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the Company the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ ' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder the Investor has requested inclusioninclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided further, however, that, after giving effect Statement or are not entitled to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company inclusion with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementRegistrable Securities. No right to registration of Registrable Securities under this Section 1(b2(c) shall be construed to limit any registration required under Section 1(a2(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of If an offering in connection with which the Registrable Securities may waive the obligations of Company Investor is entitled to registration under this Section 1(b). Attachment A 2(c) is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to Exchange the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy Back Registration. If at any time commencing on after the date Company's initial public offering of issuance of Common Stock the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Company for its own account or for the account of others under the Act any of its respective securityholders of any class of its common equity securities of Company, (other than (i) a Registration Statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC) or (ii) a Registration Statement filed in connection with any acquisition an offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company's existing securityholders), then the Company shall send to the Holders give written notice of such determination proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and if, within ten such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (10) days after receipt of such notice, any Holder which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that such Holder requests intended to be registered, except that if, in connection with any underwritten public offering for disposed of by such Selling Holder and the account intended method of Company, distribution thereof) (a "Piggy-Back Registration"). The Company shall use its reasonable best efforts to cause the managing underwriter(s) thereof shall impose a limitation on underwriter or underwriters of such proposed underwritten offering to permit the number of Registrable Securities which may requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of such agreementdistribution thereof except as otherwise provided in Section 2.3. No Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw no later than 5 Business Days before such Registration Statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities under requested pursuant to this Section 1(b) 2.2, and each Holder shall be construed pay all underwriting discounts and commissions and transfer taxes, if any, relating to limit any registration required under Section 1(a) hereof. Holders the sale or disposition of at least sixty-six and two-thirds percent (66 2/3%) of the such Holder's Registrable Securities may waive the obligations of Company under pursuant to a registration statement effected pursuant to this Section 1(b). Attachment A to Exchange Agreement2.2.

Piggy Back Registration. If at any time commencing on the date Company shall determine to register under the Securities Act (including pursuant to a demand of issuance any stockholder of the Registrable Securities Company exercising registration rights other than pursuant to Section 6.3 hereof) any of its Common Stock (other than a registration relating solely to the “Issue Date”) and ending sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the date that same information as would be required to be included in a registration statement covering the sale of Registrable Securities has been declared effective by Shares or a registration in which the SEC Commissiononly Common Stock being registered is common stock issuable upon conversion of debt securities which are also being registered), Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company it shall send to the Holders each Investor written notice of such determination and ifand, if within ten fifteen (1015) days after receipt of such notice, any Holder such Investor shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares that such Holder Investor requests to be registered, except that if, in connection with any . If such registration involves an underwritten public offering for and the account total amount of securities, including Registrable Shares, requested by stockholders to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned in the following order of priority (A) first, to the Company, (B) second, among the managing underwriter(sInvestors, and (C) thereof shall impose a limitation on third, to the number of Registrable Securities which extent additional securities may be included in therein, pro rata among the Registration Statement becauseother selling stockholders according to the total amount of securities owned by each such stockholder). For purposes of the preceding parenthetical concerning apportionment, in for any selling stockholder which is a holder of Registrable Shares and which is a partnership or corporation, the partners, retired partners and stockholders of such underwriter(s)’ judgmentholder, or the estates and family members of any such limitation is necessary to effect an orderly public distribution, then Company partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be obligated deemed to include in such Registration Statement only such limited portion of the Registrable Securities be a single "selling stockholder", and any pro-rata reduction with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities "selling stockholder" shall be made pro rata among based upon the aggregate amount of shares carrying registration rights owned by all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities entities and individuals included in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, "selling stockholder," as defined in this sentence. If any exclusion Investor disapproves of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementunderwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right to registration of Registrable Securities under this Section 1(b) 6.2 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement6.3.

Piggy Back Registration. If at any time commencing on The Holder of this Warrant shall have ------------------------- the date of issuance right to include all of the Registrable Securities shares of Common Stock underlying this Warrant (the “Issue Date”"Registrable Securities") and ending on the date that a as part of any registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity a transaction contemplated by Rule 145(a) promulgated under the Securities Act or business or equity securities issuable pursuant to Form S-8) and must be notified in connection with employee benefit plans, Company shall send to the Holders written notice writing of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsfiling; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradeable in the United States pursuant to the provisions of Regulation X. Xxxxxx shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not exclude any Registrable Securities unless Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company has first excluded all outstanding securities in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementWarrants.

Piggy Back Registration. If at any time commencing on If, during the date of issuance of the Registrable Securities six (the “Issue Date”6) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commissionmonths following Closing, Company Xceed shall determine to prepare and file with the SEC Securities and Exchange Commission (the "Commission") a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the "Securities Act") of any securities of Companyits equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) and including any successor forms or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(each, Company a "Registration Statement"), Xceed shall send to the Holders each Stockholder written notice of such determination and if(the "Registration Notice") and, if within ten thirty (1030) days after receipt of such notice, any Holder such Stockholder shall so request in writing, Company writing (which request shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on specify the number of Registrable Securities which may shares of Xceed Stock intended to be sold by such Stockholder), Xceed shall cause to be included in the Registration Statement becauseall of the shares of Xceed Stock which Xceed has been so requested to include by the Stockholder; provided, however, in the event that the Registration Statement relates to an underwritten public offering, if the managing underwriter(s) determines that marketing factors require limitation or exclusion of the shares of Xceed Stock owned by the Stockholders and objects to the inclusion of such shares of Xceed Stock in the Registration Statement, then if Xceed (after consultation with the managing underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated ) determines to include in such Registration Statement only fewer or none of such limited portion shares of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includedXceed Stock, in proportion to then the number of Registrable Securities specified in their respective requests; providedshares of Xceed Stock of the Stockholders, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities to the holders of which are not entitled by right extent permitted to inclusion of securities be included in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro reduced pro-rata with holders among such Stockholders (based upon the total number of other securities having shares of Xceed Stock requested by the Stockholders to be included in the Registration Statement). To the extent that shares of Xceed Stock owned by the Stockholders are included in a Registration Statement that relates to an underwritten public offering, the right of a Stockholder to include have its shares of Xceed Stock included therein shall be conditioned upon such Stockholder's participation in and agreement with the terms of such underwriting. Each Stockholder shall (together with Xceed and such other persons including securities in the Registration Statement) enter into an underwriting agreement in customary form with the underwriter(s) and shall use such Stockholder's best efforts to prepare and provide all documents and opinions required to be delivered thereunder in respect of their participation as selling securityholders in the subject offering. In the event that the managing underwriter(s) permits inclusion of a Stockholder's shares of Xceed Stock, based but determines that marketing factors require a limitation on the number of securities for which registration is requested except to the extent such pro rata exclusion distribution of such other securities is securities, such Stockholder may be prohibited under any written agreement entered into by Company with from selling such Stockholder's shares of Xceed Stock for a period of time (not to exceed 180) days following the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) effective date of the Registrable Securities may waive Registration Statement as required by the obligations of Company under this Section 1(b). Attachment A underwriter(s) and such Stockholder shall enter into an agreement with underwriter(s) to Exchange Agreementthat effect.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating under the Securities Act with respect to an offering by the Company for its own account or the account of others under any of the Act respective Holders of any class of its securities of Company, (other than a Registration Statement on Form S-4 S-8 (or Form S-8 or their any substitute form that may be adopted by the SEC), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders give written notice of such determination proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and if, within ten such notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (10) days after receipt of such notice, any Holder which request shall so request in writing, Company shall include in such Registration Statement all or any part of specify the Registrable Securities that intended to be disposed of by such Holder requests to be registered, except that if, in connection with and the intended method of distribution thereof) (a "Piggy-Back Registration"). In the case of any underwritten public offering for the account of Companyoffering, the Company shall use its best efforts to cause the managing underwriter(s) thereof shall impose a limitation on underwriter or underwriters of such proposed underwritten offering to permit the number of Registrable Securities which may requested to be included in a Piggy-Back Registration to be included on the Registration Statement because, in same terms and conditions as any similar securities of any other Holder included therein and to permit the sale or other disposition of such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms intended method of such agreementdistribution thereof. No Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section by giving written notice to the Company of its request to withdraw prior to the time such Registration Statement is declared or becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it is declared or becomes effective; provided that the Company shall give prompt notice thereof to participating holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section, and each participating holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such participating holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section. No failure to effect a registration under this Section 1(b) and to complete the sale of Notes in connection therewith shall be construed to limit relieve the Company of any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company other obligation under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing When the Company registers the Registrable ------------------------ Securities held by the Exchanging Holders under the Securities Act for sale to the public, the Company hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. ("SRH Registrable Securities") on the date of issuance of same terms and conditions as the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to cause the SRH Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement becausesecurities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, in such underwriter(s)’ judgment, such limitation is necessary all to effect an orderly public distribution, then Company shall be obligated the extent requisite to include in such Registration Statement only such limited portion permit the sale or other disposition by SRH of the SRH Registrable Securities with respect so registered, subject to which any other restrictions relating to such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsSRH Registered Securities; provided, however, that the Company shall not exclude may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of SRH, abandon the proposed registration of the SRH Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in its entirety. If such Registration Statement; and provided furtherregistration is an underwritten registration, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which SRH Registrable Securities to be included in such a registration is requested except may be reduced or eliminated if and to the extent the managing underwriter concludes that such pro rata exclusion inclusion would jeopardize the successful marketing of such other the securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior proposed to be offered and sold thereunder. Notwithstanding anything to the Issue Date contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities of the Exchanging Holders or Common Stock of the Company and SRH does not elect to sell its SRH Registrable Securities to the underwriters of the Company's securities in connection with such offering, SRH shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which case such other securities shall be excluded, if at all, specified in accordance with writing by the terms underwriters and shall not exceed 90 days following the date of such agreement. No right to registration of Registrable effectiveness under the Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Act of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementregistration statement relating thereto.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act with respect to any class of any securities of Company, security (other than a registration statement on Form S-4 or Form S-8 S-8, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansform substituting therefor), the Company shall send to the Holders give written notice of such determination proposed filing to you at least twenty days before the anticipated filing date, and ifsuch notice shall offer you the opportunity to register such amount of Registration Securities as you may request (said registration hereinafter referred to as "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit you to include such Registration Securities as you may propose in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, within ten (10) days after receipt if the managing underwriter or underwriters of such notice, offering delivers a written opinion to you that the total amount or kind of securities which it and any Holder shall so request in writing, Company shall include in such Registration Statement all other persons or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated entities intend to include in such offering would adversely affect the success of such offering (and it is otherwise reasonably impractical to cause the Piggy Back Registration Statement only such limited portion to include a best efforts offering of the Registrable Registration Securities), then the amount of securities to be offered for your account shall be reduced pro rata with all other persons, if any, for whom securities are being registered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or excluded in its entirety, as the case may be. In the event that the contemplated distribution does not involve an underwritten public offering, such determination that the inclusion of such Registration Securities with respect to which such Holder has requested inclusion. Any exclusion shall adversely affect the success of Registrable Securities the offering shall be made pro rata among all Holders who have requested that Registrable Securities be included, by the Company in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementits reasonable discretion; and provided further, however, that, after giving effect 6.3 The Company's Obligations with Respect to Piggy-Back Registration. To facilitate the immediately preceding proviso, any exclusion sale of Registrable Registration Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms provisions of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of Agreement, the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementshall:

Piggy Back Registration. If at any time commencing after the Initial Public Offering the Company shall determine to register under the Securities Act any of its common stock (other than a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any faint which does not include substantially the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that same information as would be required to be included in a registration statement covering the sale of the Registrable Securities has been declared effective by Shares or a registration in which the SEC Commissiononly common stock being registered is common stock issuable upon conversion of debt securities which are also being registered), Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company it shall send to the Holders each Holder written notice of such determination and ifand, if within ten twenty (1020) days after receipt of such notice, any such Holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares that such Holder requests to be registered. If the shares being sold by the Company under such registration are to be underwritten, except that the Registrable Shares shall be included in such underwriting. Notwithstanding the foregoing, if, in connection with any underwritten public offering for Secondary Offering involving an underwriting of common stock to be issued by the account of Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities which may be shares of common stock included in the Registration Statement any such registration statement because, in such underwriter(s)’ underwriter's judgment, such limitation is necessary based on market conditions, the Company may exclude, to effect an orderly public distributionthe extent so advised by the managing underwriter, then the Registrable Shares from the underwriting; provided, however, that if the underwriters do not entirely exclude the Registrable Shares from the underwriting, the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities registration statement, with respect to which such Holder has requested inclusion. Any exclusion the requesting Holder, an amount of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion Shares equal to the product of (i) the number of Registrable Securities specified in their respective requests; provided, however, Shares that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities remain available for registration after the holders of which are not entitled by right to inclusion of securities in underwriter's cut back and (ii) such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Holder's Ownership Percentage. No such reduction shall be made pro rata with holders respect to securities being offered by the Company for its own account if the offering is pursuant to a demand of other securities having any stockholder of the right Company exercising registration rights. If any Holder disapproves of the terms of any underwriting referred to include in this section, he may elect to withdraw therefrom by written notice to the Company and the underwriter at least three (3) days prior to the effectiveness of the registration statement filed in connection with such proposed Secondary Offering. At any time prior to the effectiveness of such registration statement, the Company may withdraw the entire registration, including the registration of any Registrable Shares, if the Company's Board of Directors determines that it is in the Company's best interest to do so and promptly provides notice of such withdrawal to the Holders. The Company may require each Holder selling Registrable Shares to furnish Company such information and documents regarding the Holder and the distribution of such securities as may be required to be disclosed in the Registration Statement, based on Statement by the number of securities for which registration is requested except to rules and regulations under the extent such pro rata exclusion of such other securities is prohibited Securities Act or under any written agreement entered into by Company with the holder of such other applicable securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) or blue sky laws of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementapplicable jurisdictions.

Piggy Back Registration. If From and after the Signing Closing Date and until nine (9) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities other than (i) a registration on Form S-8 or S-4, or any successor or similar forms; (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets; and (iii) an amendment or post-effective amendment of a Registration Statement of the Company filed as of the signing Closing Date; the Company will at each such time give prompt written notice to the Holders’ Representative and the Investors of its intention to do so and of the Investor’s rights under this Agreement. Upon the written request of any time commencing on Investor made within thirty (30) days after the date receipt of issuance any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities (by the Investors requesting registration, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “Issue Date”) at the market offering” under Commission rules and ending on regulations due to the date that a registration statement covering high percentage of the Company’s Common Stock the Registrable Securities has been declared represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective by date of the SEC CommissionRegistration Statement filed in connection with such registration, the Company shall determine for any reason either not to prepare and file with register or to delay registration of such Registrable Securities, the SEC a Registration Statement relating to an offering for Company may, at its own account or the account of others under the Act of any securities of Companyelection, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders give written notice of such determination to the Holders’ Representative and ifthe Investors requesting registration and, within ten thereupon, (10i) days after receipt in the case of such noticea determination not to register, any Holder shall so request in writing, the Company shall include in such Registration Statement all or be relieved of its obligation to register any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any underwritten public offering Registrable Securities, for the account of Company, same period as the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included delay in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of registering such other securities is prohibited under any written agreement entered into by Company with (the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty“Piggy-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(bBack Rights”). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on after the date of issuance of the any Registrable Securities (and prior to the “Issue Date”) and ending on end of the date that Effective Period, Frontier proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by Frontier for its own account or for the account of others under the Act of any class of equity security of Frontier (or any options, warrants or other securities of Companyconvertible into, or exchangeable or exercisable for, such equity securities) to be offered for cash (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the registration of any entity or business or equity securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), then Frontier shall in each case give written notice of such proposed filing to UFAC at least 20 days before the filing date, and such notice shall offer UFAC the opportunity to register such number of Registrable Securities as UFAC may request (a "Piggy-Back Registration"). If such offer is accepted by written notice to Frontier within 15 days of UFAC's receipt of the written notice provided for in the preceding sentence, Frontier shall use its best efforts to cause such Registrable Securities to be included in such offering on the same terms and conditions as the corresponding securities of Frontier included therein, PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with employee benefit planssuch registration, Company Frontier shall send determine for any reason not to proceed with the Holders proposed registration, Frontier may, at its election, give written notice of such determination to UFAC and ifthereupon 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), within ten and (10ii) days after receipt if such registration involves an underwritten offering by Frontier (underwritten, at least in part, by Persons who are not Affiliates of Frontier or UFAC), subject to the following sentence, UFAC must sell its Registrable Securities to such noticeunderwriters who shall have been selected by Frontier on the same terms and conditions as apply to Frontier, with such differences, including any Holder shall so request with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 4 involves such an underwritten public offering, UFAC may elect in writing, Company shall include in such Registration Statement all or any part prior to the effective date of the Registrable Securities that such Holder requests to be registered, except that if, registration statement filed in connection with any underwritten public offering for such registration, to withdraw such request and not to have its securities registered in connection with such registration. Notwithstanding the account of Companyforegoing, if the managing underwriter(s) thereof shall impose underwriter or underwriters of a limitation on proposed underwritten offering advise Frontier in writing that in their opinion the number total amount or kind of Registrable Securities which may securities that UFAC has requested to be included in the Registration Statement becausesuch offering, when added to those securities then proposed to be offered by Frontier and any other participants in such underwriter(s)’ judgmentoffering, would adversely affect the success of such limitation is necessary to effect an orderly public distributionoffering, then Company the amount of securities to be offered for the accounts of UFAC, Frontier and such other participants in the offering shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except reduced proportionately to the extent necessary to reduce the total amount of securities to be included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior offering to the Issue Date in which case amount recommended by such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementmanaging underwriter or underwriters.

Piggy Back Registration. If Subject to Section 4 below, if at any time commencing on the date of issuance when there is not an effective Registration Statement covering all of the Registrable Securities (Securities, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the Holders each Holder of Registrable Securities written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any such Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any . In the case of an underwritten public offering for the account of Companyoffering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities which may be of the Holders included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro reduced pro-rata among all such Holders who have requested that Registrable Securities be included, in proportion to (based upon the number of Registrable Securities specified requested to be included in their respective requests; providedthe registration), however, that if the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities after consultation with the holders of which are not entitled by right to underwriter(s) recommends the inclusion of securities in such Registration Statement; and provided furtherfewer Registrable Securities, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bor (y) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) none of the Registrable Securities may waive of the obligations Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. Notwithstanding the foregoing, the Company shall have no further obligation to register the Registrable Securities from and after the date upon which such Registrable Securities are salable under this Section 1(b). Attachment A to Exchange AgreementRule 144.

Piggy Back Registration. If (a) If, at any time commencing on one year after the date of issuance of the applicable Closing Date and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion amounts of securities that are requested to be included in such Registration Statement; by such Holders and provided furtherother stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, however, that, after giving effect to and the immediately preceding proviso, any exclusion number of shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number Registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and two-thirds percent (66 2/3%) of the sell such Registrable Securities may waive in an underwritten offering using the obligations same underwriter(s) and, subject to the provisions of Company under this Section 1(b). Attachment A to Exchange Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an "Piggy-back Registration Statement"), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that ReoStar proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by ReoStar for its own account itself or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Companyany other person or entity of any class of the equity securities of ReoStar, then ReoStar shall give ZaZa at least twenty (20) days' notice of such sale and offer ZaZa the opportunity to register a portion of its shares in ReoStar in connection with this offering (a "Piggy-Back Registration"). ReoStar shall use its reasonable efforts to cause the managing underwriter(s) thereof shall impose underwriter or underwriters of a limitation proposed offering to include in the registration the number or amount of shares requested to be included by ZaZa on the number same terms and conditions as any similar securities of Registrable Securities ReoStar are included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an opinion to ZaZa that the total amount of securities which may ZaZa and any other persons including the company intend to include in such offering is sufficiently large to materially and adversely affect the success of the offering, then the amount of registerable securities to be offered for ZaZa shall be reduced pro rata to the extent necessary, in the opinion of the managing underwriter, to reduce the total amount of securities to be included in the Registration Statement becauseoffering to the amount recommended by the managing underwriter. The managing underwriter shall have the final determination as to how many of the company's securities and those of other parties including ZaZa will be included in the offering, in provided only that no party other than the company will be preferred on a more substantial pro rata basis than ZaZa. All expenses of any such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration will be borne by ReoStar except that the fees and expenses of legal counsel for ZaZa shall be obligated for the account of ZaZa. ZaZa may not participate in any underwritten registration hereunder unless ZaZa (a) agrees to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based sell its shares on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration and on the basis provided in any underwriting arrangements approved by ReoStar, and (b) completes and executes all questionnaires, powers of Registrable Securities under this Section 1(b) shall be construed to limit any registration attorney, indemnities, underwriting agreements and other documents reasonably required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) the terms of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementunderwriting arrangement.

Piggy Back Registration. If Subject to the terms and conditions of this Warrant, NeoGenomics shall notify the holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any time commencing on registration statement under the date Securities Act for purposes of issuance a public offering of securities of NeoGenomics (including, but not limited to, registration statements relating to secondary offerings of securities of NeoGenomics, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective held by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and ifit shall, within ten (10) days after receipt of such noticethe above-described notice from NeoGenomics, any Holder shall so request notify NeoGenomics in writing, Company . Such notice shall include in such Registration Statement all or any part state the intended method of disposition of the Registrable Securities that held by such Holder requests to be registered, except that ifholder. In the event NeoGenomics determines, in connection with any underwritten public offering for the account of Companyits sole discretion, the managing underwriter(s) thereof shall impose that market factors require a limitation on of the number of Registrable Securities which may securities to be included in such registration statement (including the Registration Statement because, in such underwriter(sRegistrable Securities)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company NeoGenomics shall be obligated to include in such Registration Statement only such limited portion of so advise the Registrable Securities with respect to which such Warrant Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to and the number of shares that may e included in such registration statement shall be allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include all of its Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude the registration statement thereafter filed by NeoGenomics or any Registrable Securities unless Company has first were excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect NeoGenomics pursuant to the immediately preceding provisosentence, any exclusion of Registrable Securities such holder shall be made pro rata with holders of other securities having nevertheless continue to have the right to include such securities any Registrable Securities in any subsequent registration statement or registration statements as may be filed by NeoGenomics with respect to offerings of its securities, all upon the Registration Statement, based on terms and conditions set forth herein. “Registrable Securities” means the number Shares of securities for which registration is requested except Common Stock issuable to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior Warrant Holder pursuant to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementthis Warrant. Schedule 3(e) - No right Conflicts None Schedule 3(f) - 1934 Act Filings The Company’s Current Report on Form 8-K was filed on June 7, 2007 with the Securities and Exchange Commission (the “SEC”), which was after the date it was due. Correspondence from the SEC related to a previous registration statement and the Company’s Form 10-KSB/A for the fiscal year ended December 31, 2006 copies of Registrable Securities under this Section 1(bwhich have been provided to the Buyer. Schedule 3(g) shall be construed to limit any registration required under Section 1(a) hereof. Holders - Absence of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementCertain Changes None

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a ------------------------ registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act a Stockholder pursuant to Section 9.2 of any securities class of Company, security (other than a registration statement on Form S-4 or Form S-8 or their any successor forms thereto), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders give written notice of such determination proposed filing to each of the holders of Registrable Securities (other than any Stockholders), and ifsuch notice shall describe in detail the proposed registration and distribution and shall offer such holders (other than any Stockholders) the opportunity to register the number of Registrable Securities as each such holder may request. The Company shall, and shall use commercially reasonable efforts (within ten (10) days after receipt of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to, permit the holders of Registrable Securities who have requested in writing (within ten (10) days of the giving of the notice of the proposed filing by the Company) to participate in the registration for such noticeoffering (the "Requesting Holders") to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any offering under this Section 9.3 involving an underwriting, any Holder shall so request in writing, the Company shall not be required to include any Registrable Securities in such Registration Statement all underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or any part part, of the Registrable Securities that such Holder requests which the Requesting Holders have requested to be registeredincluded would materially and adversely affect such public offering, except then the Company shall be required to include in the underwriting only that ifnumber of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be offered in connection with any the underwriting shall be allocated first, to the Company based on the number of shares it desires to sell in the underwritten public offering for its own account; and thereafter pro rata among the account Stockholders based on the number of Company, shares otherwise proposed to be included therein by the managing underwriter(s) thereof shall impose a limitation on Stockholders. If the number of Registrable Securities which may to be included in the Registration Statement because, underwriting in such underwriter(s)’ judgment, such limitation accordance with the foregoing is necessary less than the total number of shares which the Requesting Holders of Registrable Securities have requested to effect an orderly public distributionbe included, then Company such Requesting Holders shall be obligated to include participate in such Registration Statement only such limited portion the underwriting pro rata based upon their total ownership of the Registrable Securities with respect and such other shares of Common Stock as are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such Holder has holder requested inclusion. Any exclusion to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder shares of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementCommon Stock.

Piggy Back Registration. If (a) If, at any time commencing on after the date of issuance of the hereof and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, amounts of securities that are requested to be included in such registration by such Holders and other stockholders. The Company shall not exclude so advise all Holders and the other holders distributing their securities through such underwriting of any Registrable Securities unless Company has first excluded all outstanding securities such limitation, and the holders number of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and two-thirds percent (66 2/3%) of the sell such Registrable Securities may waive in an underwritten offering using the obligations same underwriter(s) and, subject to the provisions of Company under this Section 1(b). Attachment A to Exchange Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy Back Registration. If Subject to the terms and conditions of this Warrant, NeoGenomics shall notify the holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any time commencing on registration statement under the date Securities Act for purposes of issuance a public offering of securities of NeoGenomics (including, but not limited to, registration statements relating to secondary offerings of securities of NeoGenomics, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective held by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and ifit shall, within ten (10) days after receipt of such noticethe above-described notice from NeoGenomics, any Holder shall so request notify NeoGenomics in writing, Company . Such notice shall include in such Registration Statement all or any part state the intended method of disposition of the Registrable Securities that held by such Holder requests to be registered, except that ifholder. In the event NeoGenomics determines, in connection with any underwritten public offering for the account of Companyits sole discretion, the managing underwriter(s) thereof shall impose that market factors require a limitation on of the number of securities to be included in such registration statement (including the Registrable Securities which Securities), then NeoGenomics shall so advise the Warrant Holder and the number of shares that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include in such Registration Statement only such limited portion all of the its Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude registration statement thereafter filed by NeoGenomics or any Registrable Securities unless Company has first were excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect NeoGenomics pursuant to the immediately preceding provisosentence, any exclusion of Registrable Securities such holder shall be made pro rata with holders of other securities having nevertheless continue to have the right to include such securities any Registrable Securities in any subsequent registration statement or registration statements as may be filed by NeoGenomics with respect to offerings of its securities, all upon the Registration Statementterms and conditions set forth herein. “Registrable Securities” means the Shares of Common Stock issuable to the Warrant Holder pursuant to the terms of this Warrant.” On March 16, based on 2009, the number Company and the Xxxxxxx X. XxxXxxx Living Trust entered into a Subscription Agreement (the “XxxXxxx Subscription Agreement”) pursuant to which the Xxxxxxx X. XxxXxxx Living Trust purchased 625,000 shares of securities the Company’s Common Stock at a purchase price of $0.80 per share (the “XxxXxxx Subscription Shares”). The XxxXxxx Subscription Agreement provides for which certain piggyback registration is requested except rights with respect to the XxxXxxx Subscription Shares. On January 21, 2006, the Company entered into a subscription agreement (the “Subscription”) with SKL Limited Family Partnership, LP (“SKL”), whereby SKL purchased 2,000,000 shares (the “SKL Subscription Shares”) of Common Stock at a purchase price of $0.20 per share for $400,000. Under the terms of the Subscription, the SKL Subscription Shares are restricted for a period of 24 months and then carry piggyback registration rights to the extent such pro rata exclusion of such other securities is prohibited that exemptions under any written agreement entered into by Company with the holder of such other securities prior Rule 144 are not available to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange AgreementSKL.

Piggy Back Registration. If (a) If, at any time commencing on the date of issuance of the after January 1, 2013 and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion amounts of securities that are requested to be included in such Registration Statement; by such Holders and provided furtherother stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, however, that, after giving effect to and the immediately preceding proviso, any exclusion number of shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number Registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and two-thirds percent (66 2/3%) of the sell such Registrable Securities may waive in an underwritten offering using the obligations same underwriter(s) and, subject to the provisions of Company under this Section 1(b). Attachment A to Exchange Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.

Piggy Back Registration. (a) If at any time commencing on during the date first year following the Conversion Date, the Company proposes to register any of issuance its securities under the Securities Act and the registration form to be used may be used for registration of the Registrable Securities (Securities, then the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders give prompt written notice of such determination and if, within ten proposed filing to Sellers as soon as practicable (10but in no event less than thirty (30) days after receipt of before the anticipated filing date), and such notice, any Holder notice shall so request in writing, Company shall include in such Registration Statement all or any part of offer Sellers the Registrable Securities that such Holder requests opportunity to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixtyregister no more than thirty-six and two-thirds percent (66 2/330%) of the Registrable Securities as Sellers may waive request (which request shall specify the obligations Registrable Securities intended to be disposed of by Sellers and the intended method of distribution thereof) (a "Piggy-Back Registration"). If at any time following the one-year anniversary of the Conversion Date, the Company proposes to register any of its securities under the Securities Act and the registration form to be used may be used for registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Sellers as soon as practicable (but in no event less than thirty (30) days before the anticipated filing date), and such notice shall offer Sellers the opportunity to register up to 100% of the Registrable Securities as Sellers may request (which request shall specify the Registrable Securities intended to be disposed of by Sellers and the intended method of distribution thereof). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit such Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Sellers shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1(b2.2 by giving written notice to the Company of their request to withdraw, provided that, except as otherwise set forth in Section 2.3(c), in the event of such withdrawal, Sellers shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by Sellers prior to such withdrawal. Attachment A The Company may withdraw a Piggy-Back Registration at any time prior to Exchange Agreementthe time it becomes effective.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement, prior to the time when the Underlying Shares could be sold pursuant to Rule 144, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Holders Purchaser written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any Holder Purchaser shall so request in writingwriting (which request shall specify the Underlying Shares intended to be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the extent required to permit the disposition of such Underlying Shares so to be registered. The Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder Underlying Shares Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude be required to register any Registrable Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of the Securities unless Company has first excluded all outstanding securities Act. In the holders case of which are not entitled by right an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of securities the Underlying Shares in such Registration Statementregistration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Underlying Shares would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Underlying Shares of the Purchaser, then (x) the number of Underlying Shares of the Purchaser included in such registration statement shall be reduced pro-rata among Purchaser (based upon the number of Underlying Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares of the Purchaser shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Shares; and provided furtherprovided, however, that, after giving effect to that if securities are being offered for the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders account of other securities having persons or entities as well as the right to include Company, such securities in the Registration Statement, based on reduction shall not represent a greater fraction of the number of securities for Underlying Shares intended to be offered by the Purchaser than the fraction of similar reductions imposed on such other persons or entities (other than the Company). The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Underlying Shares covered by such Registration Statement have been sold or (y) the date on which registration is requested except all Underlying Shares may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the extent such pro rata exclusion of such other securities is prohibited under any Company pursuant to a written agreement entered into by Company with the holder of such other securities prior opinion letter, addressed to the Issue Date in which case Company's transfer agent to such other securities shall be excluded, if at all, in accordance effect. In connection with the terms of such agreement. No right to any registration of Registrable Securities under Underlying Shares pursuant to this Section 1(b) Section, the Company and the Purchaser participating in such registration shall be construed to limit any enter into a registration required under Section 1(a) hereof. Holders rights agreement containing customary and reasonable provisions regarding the registration of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementsecurities.

Piggy Back Registration. If at any time commencing on When the date of issuance of Company registers the Registrable Securities held by the Exchanging Holders under the Securities Act for sale to the public, the Company hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. (the “Issue DateSRH Registrable Securities”) and ending on the date that a registration statement covering same terms and conditions as the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to cause the SRH Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement becausesecurities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, in such underwriter(s)’ judgment, such limitation is necessary all to effect an orderly public distribution, then Company shall be obligated the extent requisite to include in such Registration Statement only such limited portion permit the sale or other disposition by SRH of the SRH Registrable Securities with respect so registered, subject to which any other restrictions relating to such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsSRH Registered Securities; provided, however, that the Company shall not exclude may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of SRH, abandon the proposed registration of the SRH Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in its entirety. If such Registration Statement; and provided furtherregistration is an underwritten registration, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which SRH Registrable Securities to be included in such a registration is requested except may be reduced or eliminated if and to the extent the managing underwriter concludes that such pro rata exclusion inclusion would jeopardize the successful marketing of such other the securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior proposed to be offered and sold thereunder. Notwithstanding anything to the Issue Date contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities of the Exchanging Holders or Common Stock of the Company and SRH does not elect to sell its SRH Registrable Securities to the underwriters of the Company’s securities in connection with such offering, SRH shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company’s securities by such underwriters, which case such other securities shall be excluded, if at all, specified in accordance with writing by the terms underwriters and shall not exceed 90 days following the date of such agreement. No right to registration of Registrable effectiveness under the Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Act of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreementregistration statement relating thereto.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment A to Exchange Agreement.